metlife Proxy Statement2006
Upcoming SlideShare
Loading in...5
×
 

metlife Proxy Statement2006

on

  • 1,013 views

 

Statistics

Views

Total Views
1,013
Views on SlideShare
1,013
Embed Views
0

Actions

Likes
0
Downloads
4
Comments
0

0 Embeds 0

No embeds

Accessibility

Categories

Upload Details

Uploaded via as Adobe PDF

Usage Rights

© All Rights Reserved

Report content

Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

Cancel
  • Full Name Full Name Comment goes here.
    Are you sure you want to
    Your message goes here
    Processing…
Post Comment
Edit your comment

metlife Proxy Statement2006 metlife Proxy Statement2006 Document Transcript

  • MetLife, Inc. 200 Park Avenue, New York, NY 10166 March 21, 2006 Dear Shareholder: You are cordially invited to attend MetLife, Inc.’s 2006 Annual Meeting, which will be held on Tuesday, April 25, 2006 beginning at 10:30 a.m., Eastern Daylight Time, in the Spellman Room on the Fifth Floor of the New York Palace Hotel, 455 Madison Avenue, New York, New York. At the meeting, shareholders will act on the election of four Class I Directors, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2006, and such other matters as may properly come before the meeting. The vote of every shareholder is important. You can assure that your shares will be represented and voted at the meeting by signing and returning the enclosed proxy card, or by voting on the Internet or by telephone. If you choose to vote by mail, we have included a postage-paid, pre-addressed envelope to make it convenient for you to do so. The proxy card also contains detailed instructions on how to vote on the Internet or by telephone. Sincerely yours, Robert H. Benmosche Chairman of the Board
  • MetLife, Inc. 200 Park Avenue New York, NY 10166 Notice of Annual Meeting The 2006 Annual Meeting of MetLife, Inc. will be held in the Spellman Room on the Fifth Floor of the New York Palace Hotel, 455 Madison Avenue, New York, New York on Tuesday, April 25, 2006 at 10:30 a.m., Eastern Daylight Time. At the meeting, shareholders will act upon the following matters: 1. The election of four Class I Directors; 2. The ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the year ending December 31, 2006; and 3. Such other matters as may properly come before the meeting. Information about the matters to be acted upon at the meeting is contained in the accompanying Proxy Statement. Holders of record of MetLife common stock at the close of business on March 1, 2006 will be entitled to vote at the Annual Meeting. By Order of the Board of Directors, Gwenn L. Carr Senior Vice President and Secretary New York, New York March 21, 2006
  • Table of Contents Proxy Statement — 2006 Annual Meeting *********************************************** 1 Information About the 2006 Annual Meeting and Proxy Voting ***************************** 1 Other Information ******************************************************************** 4 Information About Communications with the Company’s Directors************************** 5 Proposal One — Election of Directors ************************************************** 6 Proposal Two — Ratification of Appointment of the Independent Auditor********************* 10 Corporate Governance **************************************************************** 12 Corporate Governance Guidelines **************************************************** 12 Information About the Board of Directors********************************************** 12 Board Committees****************************************************************** 15 Membership on Board Committees *************************************************** 18 Director Compensation ************************************************************* 18 Codes of Conduct ****************************************************************** 20 Audit Committee Report ************************************************************** 21 Compensation Committee Report on Executive Compensation****************************** 23 Executive Compensation ************************************************************** 29 Summary Compensation Table ******************************************************* 29 Long Term Incentive Plan Awards in Last Fiscal Year ************************************ 30 Option Grants in Last Fiscal Year ***************************************************** 31 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values ********* 31 Retirement Plan Information ********************************************************* 32 Employment-Related Agreements ***************************************************** 34 Performance Graph******************************************************************* 37 Security Ownership of Directors and Executive Officers *********************************** 38 Section 16(a) Beneficial Ownership Reporting Compliance******************************* 41 Security Ownership of Certain Beneficial Owners **************************************** 42 Appendix A — Corporate Governance Guidelines **************************************** A-1
  • MetLife 2006 Proxy Statement Proxy Statement — 2006 Annual Meeting This Proxy Statement contains information about This Proxy Statement and the accompanying the 2006 Annual Meeting of MetLife, Inc. proxy card, which are furnished in connection (‘‘MetLife’’ or the ‘‘Company’’), which will be with the solicitation of proxies by MetLife’s Board held in the Spellman Room on the Fifth Floor of of Directors, are being mailed and made available the New York Palace Hotel, 455 Madison Avenue, electronically to shareholders on or about New York, New York on Tuesday, April 25, 2006 March 21, 2006. at 10:30 a.m., Eastern Daylight Time. Information About the 2006 Annual Meeting and Proxy Voting Your vote is important. Holders of record of MetLife common stock are entitled to vote. Whether or not you plan to attend the 2006 All holders of record of MetLife common stock at Annual Meeting, please take the time to vote your the close of business on March 1, 2006 (the shares as soon as possible. If you wish to return ‘‘record date’’) are entitled to vote at the 2006 your completed proxy card by mail, the Company Annual Meeting. has included a postage-paid, pre-addressed envelope for your convenience. You may also vote If you are the beneficial owner, but not the record your shares on the Internet or by using a toll-free owner, of MetLife common stock, you will receive telephone number (see the proxy card for instructions about voting from the bank, broker or complete instructions). other nominee that is the shareholder of record of your shares. Contact your bank, broker or other Matters to be voted on at the Annual Meeting. nominee directly if you have questions. MetLife intends to present the following two proposals for shareholder consideration and Voting your shares. voting at the 2006 Annual Meeting. ) If you are a shareholder of record or a duly appointed proxy of a shareholder of record, you 1. The election of four nominees to serve as may attend the meeting and vote in person. Class I Directors. However, if your shares are held in the name of 2. The ratification of the appointment of an a bank, broker or other nominee, and you wish independent auditor to audit the to vote in person, you will have to contact your Company’s financial statements for the bank, broker or other nominee to obtain its year ending December 31, 2006. proxy. Bring that document with you to the meeting. The Board recommends voting FOR these ) Shareholders of record may also vote their proposals. shares by mail, on the Internet or by telephone. The Board of Directors did not receive any notice Voting on the Internet or by telephone will be prior to the deadline for submission of additional available through 11:59 p.m. Eastern Daylight business that any other matters might be presented Time on April 24, 2006. ) Instructions about these ways to vote appear on for a vote at the 2006 Annual Meeting. However, if another matter were to be presented, the proxies your proxy card. If you vote on the Internet or would use their own judgment in deciding by telephone, please have your proxy card whether to vote for or against it. available for reference when you vote. 1
  • MetLife 2006 Proxy Statement ) Votes submitted by mail, telephone or on the ) subsequently voting on the Internet or by Internet will be voted by the individuals named telephone prior to 11:59 p.m. Eastern Daylight on the proxy card in the manner you indicate. If Time on April 24, 2006; or ) attending the 2006 Annual Meeting and voting you do not specify how your shares are to be voted, the proxies will vote your shares FOR the in person. election of the Class I Directors and FOR the Remember, your changed vote or revocation must ratification of the appointment of Deloitte & be received before the polls close for voting. Touche LLP as MetLife’s independent auditor for 2006. Voting by MetLife associates who are invested in the Savings and Investment Plan for MetLife Attending the 2006 Annual Meeting. Employees. MetLife shareholders of record or their duly Mellon Bank, N.A., as Trustee of the Savings and appointed proxies are entitled to attend the Investment Plan for Employees of Metropolitan 2006 Annual Meeting. If you are a MetLife Life and Participating Affiliates Trust, will vote the shareholder of record and wish to attend the MetLife shares in the Plan in accordance with the meeting, please so indicate on the proxy card or voting instructions given by Plan participants to as prompted by the telephone or Internet voting the Trustee. The Trustee will generally vote the systems and an admission card will be sent to you. Plan shares for which it does not receive voting On the day of the meeting, please bring your instructions in the same proportion as the shares admission card with you to present at the entrance for which it does receive voting instructions. to the Spellman Room on the Fifth Floor of the Voting of Shares Held in the MetLife New York Palace Hotel. Policyholder Trust. Beneficial owners also are entitled to attend the The policyholders who are beneficiaries of the meeting; however, because the Company may not MetLife Policyholder Trust may direct the Trustee have evidence that you are a beneficial owner, to vote their shares held in the Trust on certain you will need to bring proof of your ownership to matters that are identified in the Trust Agreement be admitted to the meeting. A recent statement or governing the Trust, including approval of mergers letter from your bank, broker or other nominee and contested directors’ elections. On all other that is the record owner confirming your matters, which would include the two proposals beneficial ownership would be acceptable proof. described in this Proxy Statement that are to be voted on at the 2006 Annual Meeting, the Trust Changing or revoking your proxy after it is Agreement directs the Trustee to vote the shares submitted. held in the Trust as recommended or directed by You may change your vote or revoke your proxy at the Company’s Board of Directors. any time before the polls close at the 2006 Annual Shares of MetLife common stock outstanding Meeting. You may do this by: and entitled to vote at the 2006 Annual ) signing another proxy card with a later date and Meeting. returning it so that it is received by MetLife, Inc., c/o Mellon Investor Services, P.O. Box 3510, There were 759,545,106 shares of MetLife South Hackensack, NJ 07606-9210 prior to the common stock outstanding as of the March 1, 2006 Annual Meeting; 2006 record date. Each of those shares is entitled ) sending your notice of revocation so that it is to one vote on each matter to be voted on at the received by MetLife, Inc., c/o Mellon Investor 2006 Annual Meeting. Services, P.O. Box 3510, South Hackensack, NJ Quorum. 07606-9210 prior to the 2006 Annual Meeting or sending your notice of revocation to MetLife via To conduct business at the 2006 Annual Meeting, the Internet at http://www.proxyvoting.com/met a quorum must be present. A quorum will be on or before 11:59 p.m. Eastern Daylight Time on present if shareholders of record of one-third or April 24, 2006; more of the shares of MetLife common stock 2
  • MetLife 2006 Proxy Statement outstanding on the record date entitled to vote are Tabulation of abstentions and broker non-votes. present in person or are represented by proxies. If a shareholder abstains from voting as to a particular matter, the shareholder’s shares will not Vote required to elect Directors and to approve be counted as voting for or against that matter. If other proposals. brokers or other record holders of shares return a proxy card indicating that they do not have If a quorum is present at the meeting, a plurality of discretionary authority to vote as to a particular the shares voting will be sufficient under Delaware matter (‘‘broker non-votes’’), those shares will not Corporation Law to elect the Class I Directors. This be counted as voting for or against that matter. means that the Director nominees who receive the Accordingly, abstentions and broker non-votes largest number of votes cast are elected as will have no effect on the outcome of a vote. Directors, up to the maximum number of Directors to be elected at the meeting. However, the Board Abstentions and broker non-votes will be counted has established a majority voting standard in to determine whether a quorum is present. Director elections, which is described below. Inspector of Election and confidential voting. In addition, subject to exceptions set forth in the The Board of Directors has appointed Lawrence E. Company’s Certificate of Incorporation, a majority Dennedy, Senior Vice President, MacKenzie of the shares voting will be sufficient to approve Partners, Inc., to act as Inspector of Election at the any other matter properly brought before the 2006 Annual Meeting. The By-Laws of MetLife meeting, including the ratification of the provide for confidential voting. appointment of Deloitte & Touche LLP as Directors’ attendance at annual meetings. MetLife’s independent auditor. Directors are expected to attend annual meetings Majority voting standard in Director elections. of shareholders, and 12 of the 14 Directors then serving on the Board attended the 2005 Annual The Company’s By-Laws provide that in an Meeting. uncontested election, such as the election of the Cost of soliciting proxies for the 2006 Annual Class I Directors at the 2006 Annual Meeting, any Meeting. incumbent Director who is a nominee for election as Director who receives a greater number of votes The Company has retained Mellon Investor ‘‘withheld’’ from his or her election than votes Services to assist with the solicitation of proxies ‘‘for’’ his or her election will promptly tender his from the Company’s shareholders of record. For or her resignation. The Governance Committee of these services, the Company will pay Mellon the Board will promptly consider the offer to Investor Services a fee of approximately $11,500, resign and recommend to the Board whether to plus expenses. The Company also will reimburse accept or reject it. The Board of Directors will banks, brokers or other nominees for their costs of decide within 90 days following certification of sending the Company’s proxy materials to the shareholder vote whether to accept or reject beneficial owners. Directors, officers or other the tendered resignation. The Board’s decision, MetLife employees also may solicit proxies from and, if applicable, the reasons for rejecting the shareholders in person, or by telephone, facsimile tendered resignation, will be disclosed in a Report transmission or other electronic means of on Form 8-K filed with the Securities and communication, but will not receive any Exchange Commission (the ‘‘SEC’’). additional compensation for such services. 3
  • MetLife 2006 Proxy Statement Other Information Shareholder proposals — deadline for http://ir.metlife.com. If you are a shareholder of submission of shareholder proposals for the record, you may elect to receive future annual 2007 Annual Meeting. reports and proxy statements electronically by consenting to electronic delivery online Rule 14a-8 of the Securities Exchange Act of 1934, at https://vault.melloninvestor.com/isd. If you as amended (the ‘‘Exchange Act’’), establishes the choose to receive your proxy materials eligibility requirements and the procedures that electronically, your choice will remain in effect must be followed for a shareholder’s proposal to until you notify MetLife that you wish to resume be included in a public company’s proxy mail delivery of these documents. You may materials. Under the Rule, proposals submitted for provide your notice to MetLife via the Internet at inclusion in MetLife’s 2007 proxy materials must https://vault.melloninvestor.com/isd or by writing be received by MetLife, Inc. at One MetLife Plaza, to MetLife, c/o Mellon Investor Services, P.O. 27-01 Queens Plaza North, Long Island City, NY Box 3510, South Hackensack, NJ 07606-9210. In 11101-4007, Attention: Corporate Secretary, on or the United States, you also may provide such before the close of business on November 21, notice by calling toll free 1-800-649-3593. 2006. Proposals must comply with all the If you hold your MetLife shares through a bank, requirements of Rule 14a-8. broker or other holder of record, refer to the information provided by that entity for instructions A shareholder who wishes to present a matter for on how to elect this option. action at MetLife’s 2007 Annual Meeting, but chooses not to do so under Rule 14a-8 under the Principal executive offices. Exchange Act, must deliver to the Corporate Secretary of MetLife on or before December 26, The principal executive offices of MetLife are 2006, a notice containing the information required located at 200 Park Avenue, New York, NY 10166. by the advance notice and other provisions of the Company’s By-Laws. A copy of the By-Laws may MetLife’s Annual Report on Form 10-K. be obtained by directing a written request to To obtain without charge a copy of the MetLife, Inc., One MetLife Plaza, 27-01 Queens Company’s Annual Report on Form 10-K for the Plaza North, Long Island City, NY 11101-4007, fiscal year ended December 31, 2005, address Attention: Corporate Secretary. your request to MetLife Investor Relations, MetLife, Inc., One MetLife Plaza, 27-01 Queens Where to find the voting results of the 2006 Plaza North, Long Island City, New York Annual Meeting. 11101-4007, or, on the Internet, go to http://ir.metlife.com and submit your request by The preliminary voting results will be announced at selecting ‘‘Information Requests,’’ or call the 2006 Annual Meeting. The final voting results 1-800-649-3593. The Annual Report on will be published in the Company’s Quarterly Form 10-K may also be accessed at Report on Form 10-Q for the quarter ending http://ir.metlife.com and at the website of the June 30, 2006. Securities and Exchange Commission at http://www.sec.gov. Electronic delivery of the Proxy Statement and Annual Report. This Proxy Statement and MetLife’s 2005 Annual Report may be viewed online at 4
  • MetLife 2006 Proxy Statement Information About Communications with the Company’s Directors The following chart describes the procedures to send communications to the Board of Directors, the Non- Management Directors (as defined on page 12) and the Audit Committee. Shareholder communications to the Board of Directors. Communications from shareholders to individual Directors The Board of Directors or to the Board of Directors may be submitted by writing to MetLife, Inc. the address set forth to the right. One MetLife Plaza 27-01 Queens Plaza North The communication should state that it is from a MetLife Long Island City, NY 11101-4007 shareholder. The Corporate Secretary of MetLife may require reasonable evidence that the communication or Attention: Corporate Secretary other submission is, in fact, from a MetLife shareholder before transmitting it to the Board of Directors. The Non-Management Directors Communications to the Non-Management Directors. MetLife, Inc. Communications to the Non-Management Directors may One MetLife Plaza be submitted by writing to the address set forth to the right. 27-01 Queens Plaza North Long Island City, NY 11101-4007 Attention: Corporate Secretary Communications directly to the Audit Committee. Communications to the Audit Committee regarding accounting, internal accounting controls or auditing matters may be submitted: ) by sending a written communication to the address Audit Committee MetLife, Inc. set forth to the right, or One MetLife Plaza ) by stating the communication in a call to the MetLife 27-01 Queens Plaza North Compliance and Fraud Hotline (1-800-462-6565) and Long Island City, NY 11101-4007 identifying the communication as intended for the Audit Committee, or Attention: Corporate Secretary ) by sending the communication in an e-mail message to the Company’s Special Investigation Unit at siuline@metlife.com and identifying the communication as intended for the Audit Committee. 5
  • MetLife 2006 Proxy Statement Proposal One — Election of Directors At the 2006 Annual Meeting, four Class I Directors President and Chief Operating Officer of the will be elected for a term ending at the Company’s Company from June 2004, and President of its U.S. 2009 Annual Meeting. For additional information Insurance and Financial Services businesses from about the classes of Directors, see ‘‘Information July 2002 to June 2004. He served as President of About the Board of Directors — Responsibilities, Institutional Business of MetLife from September Independence and Composition of the Board of 1999 to July 2002 and President of Institutional Directors’’ beginning on page 12. Business of Metropolitan Life Insurance Company from May 1999 to June 2002. During his more than Each Class I Nominee is currently serving as a 30-year career with MetLife, Mr. Henrikson has held Director of MetLife and has agreed to continue to a number of senior positions in the Company’s serve if elected. The Board of Directors has no Individual, Group and Pension businesses. He is a reason to believe that any Nominee would be Director of The Travelers Insurance Company and unable to serve if elected; however, if for any The Travelers Life and Annuity Company, both reason a Nominee should become unable to serve wholly-owned subsidiaries of the Company. at or before the 2006 Annual Meeting, the Board Mr. Henrikson is a director of MetLife Bank, a could reduce the size of the Board or nominate subsidiary of the Company, and MetLife Foundation. someone else for election. If the Board were to Mr. Henrikson also is a Director of the American nominate someone else to stand for election at the Council of Life Insurers, a Director Emeritus of the 2006 Annual Meeting, the proxies could use their American Benefits Council, Chairman of the Board discretion to vote for that other person. of the Wharton School’s S.S. Huebner Foundation for Insurance Education, and a Trustee of the Mr. Robert H. Benmosche, a Class I Director and American Museum of Natural History. Chairman of the Board, is not standing for election Mr. Henrikson received a B.A. degree from the and the size of the Board has been reduced to University of Pennsylvania and a J.D. degree from 14 members effective as of the 2006 Annual Emory University School of Law. In addition, he is a Meeting. He will step down as Chairman of the graduate of the Wharton School’s Advanced Board on April 25, 2006 following the Annual Management Program. He has been a Director of Meeting and retire from the Company effective MetLife since April 26, 2005 and a Director of July 1, 2006. Mr. C. Robert Henrikson, also a Metropolitan Life Insurance Company since June 1, Class I Director, is currently the President and 2005. Chief Executive Officer of the Company. Mr. Henrikson has been elected by the Board of John M. Keane, age 63, is the co-founder and Directors to succeed Mr. Benmosche as Chairman senior managing director of Keane Advisors, LLC, of the Board at the conclusion of the 2006 Annual a private equity investment and consulting firm, Meeting. President of GSI, LLC, an independent consulting firm, Senior Advisor to Kohlberg, Kravis, Roberts The Board of Directors recommends that you and Co., a private equity firm specializing in vote FOR the election of each of the following management buyouts, and an Advisor to the Class I Nominees: Chairman and Chief Executive Officer of C. Robert Henrikson, age 58, has been President URS Corporation, a global engineering design and Chief Executive Officer of MetLife and firm. General Keane served in the U.S. Army for Metropolitan Life Insurance Company since 37 years. He was Vice Chief of Staff and Chief March 1, 2006, and will become Chairman of the Operating Officer of the Army from 1999 until his Board of MetLife and Metropolitan Life Insurance retirement in October 2003. He is a Director of Company on April 25, 2006, following the 2006 General Dynamics Corporation. He also is a Annual Meeting. Previously, Mr. Henrikson was military contributor and analyst with ABC News 6
  • MetLife 2006 Proxy Statement and is a member of the United States Department a subsidiary of MetLife. Mr. Sicchitano has been a of Defense Policy Board, the Knollwood Director of MetLife and Metropolitan Life Foundation Board, the Pentagon Memorial Fund Insurance Company since 2003. and the George C. Marshall Foundation. General The following Class II and Class III Directors are Keane received a bachelor’s degree in accounting continuing in office: from Fordham University and a master’s degree in philosophy from Western Kentucky University. Class II Directors — Terms to Expire in 2007 General Keane has received honorary doctorate Curtis H. Barnette, age 71, has been Of Counsel degrees in law and public service from Fordham to the law firm of Skadden, Arps, Slate, Meagher & University and Eastern Kentucky University, Flom LLP since 2000. He is also Chairman respectively. General Keane has been a Director Emeritus of Bethlehem Steel Corporation and was of MetLife and Metropolitan Life Insurance a Director and its Chairman and Chief Executive Company since 2003. Officer from November 1992 through April 2000. Hugh B. Price, age 64, has been a Senior Fellow at Bethlehem Steel Corporation filed a voluntary the Brookings Institution since February 2006. petition for reorganization under Chapter 11 of the Previously, he was a Senior Advisor to the law firm United States Bankruptcy Code in 2001 and the of DLA Piper Rudnick Gray Cary US LLP from proceedings were completed in 2003. He is a September 2003 until September 2005 and served member and former Chair of the Board of as President and Chief Executive Officer of the Governors of West Virginia University, a Director National Urban League, Inc. from 1994 to April and former Chair of the West Virginia University 2003. Mr. Price is a Director of Verizon Foundation, Chair of the Yale Law School Fund, a Communications, Inc. He received a bachelor’s Director of the Ron Brown Award for Corporate degree from Amherst College and received a law Leadership Board, a Director of the Pennsylvania degree from Yale Law School. Mr. Price has been a Parks and Forests Foundation, Chair of the Director of MetLife since 1999 and a Director of National Museum of Industrial History and Metropolitan Life Insurance Company since 1994. Comenius Professor and Executive in Residence at Moravian College, of which he is also a Trustee. Kenton J. Sicchitano, age 61, was a Global Mr. Barnette served on the President’s Trade Managing Partner of PricewaterhouseCoopers LLP, Advisory Committee from 1989 to 2002 and is a an assurance, tax and advisory services company, Director of the National Center for State Courts until his retirement in June 2001. Mr. Sicchitano and the Pennsylvania Society. Mr. Barnette also is joined Price Waterhouse LLP, a predecessor firm a member of The Business Council. Mr. Barnette of PricewaterhouseCoopers LLP, in 1970, and received a bachelor’s degree from West Virginia after becoming a partner in 1979, held various University and a law degree from Yale Law leadership positions within the firm until he retired School. He also attended the Advanced in 2001. He is a Director of PerkinElmer, Inc. and Management Program at Harvard Business School Analog Devices, Inc. At various times from 1986 and Manchester University where he was a to 1995, he served as a Director and/or officer of a Fulbright Scholar. He has been a Director of number of not-for-profit organizations, including MetLife since 1999 and a Director of Metropolitan as President of the Harvard Business School Life Insurance Company since 1994. Association of Boston, Director of the Harvard Alumni Association and the Harvard Business Burton A. Dole, Jr., age 68, was a Partner and School Alumni Association, Director and Chair of Chief Executive Officer of MedSouth Therapies, the Finance Committee of New England LLC, a rehabilitative health care company, from Deaconess Hospital and a Trustee of the New 2001 to 2003, and was Chairman of the Board of England Aquarium. Mr. Sicchitano received a Nellcor Puritan Bennett, Incorporated, a medical bachelor’s degree from Harvard College and a equipment company, from 1995 until his master’s degree in business administration from retirement in 1997. He was Chairman of the Harvard Business School. Mr. Sicchitano is a Board, President and Chief Executive Officer of Director of First Citicorp Life Insurance Company, Puritan Bennett, Incorporated from 1986 to 1995. 7
  • MetLife 2006 Proxy Statement Mr. Dole served as Chairman of the Board of of Kraft USA from 1989 to 1994. Previously, he Directors of the Kansas City Federal Reserve Bank served as President of Kraft Limited in Canada and and Federal Reserve Agent from 1992 through as Senior Vice President of Kraft International. 1994. He served as Chairman of the Conference Mr. Kilts began his business career with General of Chairmen of the Federal Reserve System in Foods Corporation in 1970. Mr. Kilts is a member 1994. Mr. Dole is a Director and Vice President of of the Board of Directors of the New York Times the Anesthesia Patient Safety Foundation. He Company. He also serves on the International received both a bachelor’s degree in mechanical Advisory Group of Citigroup and the Board of the engineering and a master’s degree in business American Institute for Contemporary German administration from Stanford University. Mr. Dole Studies. A graduate of Knox College, Mr. Kilts has been a Director of MetLife since August 1999 serves on the College’s Board of Trustees, is and a Director of Metropolitan Life Insurance Chairman of the Advisory Council of the Company since 1996. University of Chicago Graduate School of Business and is a Trustee of the University of Harry P. Kamen, age 72, was Chairman of the Chicago. He previously was Chairman of the Board and Chief Executive Officer of Metropolitan Grocery Manufacturers of America. Mr. Kilts has Life Insurance Company from April 1993 until his been a Director of MetLife and Metropolitan Life retirement in July 1998 and, in addition, was its Insurance Company since January 2005. President from December 1995 to November 1997. Mr. Kamen is a Trustee of the Granum Charles M. Leighton, age 70, is Executive Series Trust Fund and the Cultural Institutions Director, U.S. Sailing. He was Chairman of the Retirement System. He is a Director of the New Board and Chief Executive Officer of the CML York Botanical Garden and the Chamber Music Group, Inc., a specialty retail company, from Society of Lincoln Center and a member of the 1969 until his retirement in March 1998. Board of Advisors of the Mailman School of Public Mr. Leighton is a Trustee of Lahey Clinic. Health at Columbia University. Mr. Kamen Mr. Leighton received a bachelor’s degree and an received a bachelor’s degree from the University honorary law degree from Bowdoin College and a of Pennsylvania and a law degree from Harvard master’s degree in business administration from Law School and attended the Senior Executive Harvard Business School. He has been a Director Program at M.I.T. He has been a Director of of MetLife since 1999 and a Director of MetLife since 1999 and a Director of Metropolitan Metropolitan Life Insurance Company since 1996. Life Insurance Company since 1992. Class III Directors — Terms to Expire in 2008 James M. Kilts, age 58, became Vice Chairman of the Board of The Procter & Gamble Company in Cheryl W. Gris´ , age 53, has served as e October 2005, following the merger of The President — Utility Group for Northeast Utilities, a Gillette Company with Procter & Gamble. public utility holding company, since 2001, Chief Previously and, until October 2005, he served as Executive Officer of its principal operating Chairman of the Board, Chief Executive Officer subsidiaries since September 2002, and Senior and President of Gillette since January 2001, Vice President, Secretary and General Counsel of February 2001 and November 2003, respectively. Northeast Utilities from 1998-2001. Ms. Gris´ is a e Prior to joining Gillette, Mr. Kilts was President Director of Dana Corporation. She also serves on and Chief Executive Officer of Nabisco Group the Boards of the MetroHartford Alliance, Greater Holdings Corp. from December 1999 until it was Hartford Arts Council, University of Connecticut acquired in December 2000 by Philip Morris Foundation, Business Council of Fairfield County Companies Inc., now Altria Group Inc. He was and the New England Council. She received a President and Chief Executive Officer of Nabisco bachelor of arts degree from the University of Holdings Corp. and Nabisco Inc. from January North Carolina at Chapel Hill and a law degree 1998 to December 1999. Before that, he was an from Western State University, and has completed Executive Vice President, Worldwide Food, Philip the Yale Executive Management Program. Morris, from 1994 to 1997 and served as President Ms. Gris´ is a Director of First Citicorp Life e 8
  • MetLife 2006 Proxy Statement Insurance Company, a subsidiary of MetLife. Director of First Citicorp Life Insurance Company, Ms. Gris´ has been a Director of MetLife and e a subsidiary of MetLife. Mrs. Kaplan has been a Metropolitan Life Insurance Company since 2004. Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1987. James R. Houghton, age 69, has been Chairman of the Board of Corning Incorporated, a global Sylvia M. Mathews, age 40, is the Chief Operating technology company, since 2002 and was its Officer and Executive Director of The Bill and Chief Executive Officer from April 2002 to April Melinda Gates Foundation and has been with the 2005. He also served as Chairman and Chief Foundation since 2001, prior to which she served Executive Officer of Corning from 1983 to 1996, as Deputy Director of the Office of Management Chairman of the Board Emeritus of Corning from and Budget in Washington, D.C. from 1998. 1996 to June 2000 and Non-Executive Chairman Ms. Mathews served as Deputy Chief of Staff to of the Board of Corning from June 2000 to April President Bill Clinton from 1997 to 1998, and was 2002. Mr. Houghton is also a Director of Chief of Staff to Treasury Secretary Robert Rubin ExxonMobil Corporation and Market Street Trust from 1995 to 1997. She also served as Staff Company. Mr. Houghton is a Trustee of the Director for the National Economic Council from Metropolitan Museum of Art, The Pierpont 1993 to 1995. Ms. Mathews was Manager of Morgan Library, Hospital for Special Surgery and President Clinton’s economic transition team. the Corning Foundation, and is a Fellow of the Prior to that, she was an Associate at McKinsey Harvard Corporation. He graduated from Harvard and Company from 1990 through 1992. She is a College and received a master’s degree from Member of the Council on Foreign Relations, the Harvard Business School. Mr. Houghton is a Pacific Council on International Policy, the Aspen Director of First Citicorp Life Insurance Company, Strategy Group and the Nike Foundation Advisory a subsidiary of MetLife. Mr. Houghton has been a Group. In addition, Ms. Mathews is a Governing Director of MetLife since 1999 and a Director of Council Member of the Miller Center of Public Metropolitan Life Insurance Company since 1975. Affairs at the University of Virginia. Ms. Mathews Helene L. Kaplan, age 72, has been Of Counsel to received a bachelor’s degree in government, cum the law firm of Skadden, Arps, Slate, Meagher & laude, from Harvard University in 1987 and a Flom LLP since 1990. She is a former Director of bachelor’s degree in philosophy, politics and J.P. Morgan Chase & Co., ExxonMobil economics from Oxford University, where she was Corporation, The May Department Stores and a Rhodes Scholar. Ms. Mathews has been a Verizon Communications, Inc. Mrs. Kaplan is a Director of MetLife and Metropolitan Life Member (and former Director) of the Council on Insurance Company since 2004. Foreign Relations. She is serving her second term as Chair of Carnegie Corporation of New York, William C. Steere, Jr., age 69, was Chairman of and is a Trustee and Vice-Chair of The American the Board and Chief Executive Officer of Pfizer Museum of Natural History. She is Trustee Emerita Inc., a research-based global pharmaceutical and Chair Emerita of Barnard College and Trustee company, from 1992 until his retirement in May Emerita of The J. Paul Getty Trust, and The Institute 2001. Mr. Steere is a Director of Pfizer, Dow for Advanced Study. Mrs. Kaplan is a Fellow of the Jones & Company, Inc. and Health Management American Philosophical Society and a Member of Associates, Inc. and is a Director of the Naples the American Academy of Arts and Sciences. Philharmonic Center for the Arts. Mr. Steere Mrs. Kaplan received a bachelor’s degree, cum received a bachelor’s degree from Stanford laude, from Barnard College and a law degree University. He has been a Director of MetLife from New York University Law School. She is the since 1999 and a Director of Metropolitan Life recipient of many honors, including honorary Insurance Company since 1997. Mr. Steere was degrees from Columbia University and Mount appointed as Lead Director of MetLife’s Board of Sinai School of Medicine. Mrs. Kaplan is a Directors on January 18, 2006. 9
  • MetLife 2006 Proxy Statement Proposal Two — Ratification of Appointment of the Independent Auditor The Board of Directors recommends that you schedule of particular audit services that the vote to ratify the appointment of Deloitte & Company expects to be performed in the next Touche LLP as MetLife’s independent auditor for fiscal year and an estimated amount of fees for the year ending December 31, 2006. each particular audit service. The Audit Committee also reviews a schedule of audit- The Audit Committee, which is solely responsible related, tax and other permitted non-audit services for appointing the independent auditor of the that the Company may engage the independent Company, subject to shareholder ratification, has auditor to perform during the next fiscal year and recommended that Deloitte & Touche LLP an estimated amount of fees for each of those (‘‘Deloitte’’) be reappointed as the Company’s services, as well as information on pre-approved independent auditor. Deloitte has served as services provided by the independent auditor in independent auditor of MetLife and Metropolitan the current year. Life Insurance Company and most of its subsidiaries for many years, and its long term Based on this information, the Audit Committee knowledge of the MetLife group of companies has pre-approves the audit services that the Company enabled it to carry out its audits of the Company’s expects to be performed by the independent financial statements with effectiveness and auditor in connection with the audit of the efficiency. Company’s financial statements for the next fiscal year, and the audit-related, tax and other Before recommending Deloitte’s reappointment, permitted non-audit services that management the Audit Committee considered the firm’s may desire to engage the independent auditor to relevant qualifications and competencies, perform during the next fiscal year. In addition, including that Deloitte is a registered public the Audit Committee approves the terms of the accounting firm with the Public Company engagement letter to be entered into by the Accounting Oversight Board (United States) Company with the independent auditor. (‘‘PCAOB’’) as required by the Sarbanes-Oxley Act of 2002 (‘‘Sarbanes-Oxley’’) and the Rules of the If, during the course of the year, the audit, audit- PCAOB, Deloitte’s independence and its related, tax and other permitted non-audit fees processes for maintaining its independence, the exceed the previous estimates provided to the results of the independent review of its quality Audit Committee, the Audit Committee control system, the key members of the determines whether or not to approve the engagement team for the audit of the Company’s additional fees. The Audit Committee or a financial statements, the firm’s approach to designated member of the Audit Committee to resolving significant accounting and auditing whom authority has been delegated may, from matters including consultation with the firm’s time to time, pre-approve additional audit and national office, as well as its reputation for non-audit services to be performed by the integrity and competence in the fields of Company’s independent auditor. accounting and auditing. The Audit Committee Based on the recommendation of the Audit assures the regular rotation of the audit Committee, the Board of Directors endorsed the engagement team partners to the extent required appointment of Deloitte as MetLife’s independent by law. auditor for the year ending December 31, 2006, The Audit Committee approves Deloitte’s audit subject to ratification by MetLife shareholders at and non-audit services in advance as required the 2006 Annual Meeting. under Sarbanes-Oxley and SEC rules. Under procedures adopted by the Audit Committee, the Representatives of Deloitte will attend the 2006 Audit Committee reviews, on an annual basis, a Annual Meeting. They will have an opportunity to 10
  • MetLife 2006 Proxy Statement make a statement if they desire to do so, and they All of the fees set forth below have been pre- will be available to respond to appropriate approved by the Audit Committee in accordance questions. with its pre-approval procedures. Independent Auditor’s Fees for 2005 and 2004(1) 2005 2004 Audit Fees(2) *************************************************** $46.6 million $32.8 million Audit-Related Fees(3) ******************************************** 10.8 million 8.4 million Tax Fees(4)***************************************************** 1.9 million 1.4 million All Other Fees(5) *********************************************** 0.2 million 0.1 million (1) The fees shown in the table include fees billed to Reinsurance Group of America, Incorporated, a publicly traded company and majority-owned subsidiary of MetLife, Inc. Such fees in fiscal years 2004 and 2005 were approved by the Audit Committee of MetLife, Inc. The table also includes fees for audit services Deloitte provided to the Travelers Life and Annuity Businesses that were acquired from Citigroup on July 1, 2005 (the ‘‘Travelers Entities’’) following the Company’s acquisition of the Travelers Entities. (2) Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB and services that generally only the Company’s independent auditor can reasonably provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. (3) Fees for assurance and related services that are traditionally performed by the Company’s independent auditor, such as audit and related services for employee benefit plan audits, due diligence related to mergers and acquisitions (including related to the acquisition of the Travelers Entities), accounting consultations and audits in connection with proposed or consummated acquisitions (including related to the acquisition of the Travelers Entities), internal control reviews, attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. (4) Fees for tax compliance, consultation and planning services. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services. Tax consultation and tax planning encompass a diverse range of services, including assistance in connection with tax audits and filing appeals, tax advice related to mergers and acquisitions, advice related to employee benefit plans and requests for rulings or technical advice from taxing authorities. (5) De minimis fees for other types of permitted services. 11
  • MetLife 2006 Proxy Statement Corporate Governance Corporate Governance Guidelines. of 15 Directors, 13 of whom are both Non- Management Directors and Independent Directors. In 2004, the Governance Committee recommended, Effective as of the 2006 Annual Meeting, the size of and the Board of Directors adopted, Corporate the Board has been reduced to 14 members, 13 of Governance Guidelines that set forth the Board’s whom are both Non-Management Directors and policies regarding Director independence, the Independent Directors. A ‘‘Non-Management qualifications of Directors, the identification of Director’’ is a Director who is not an officer of the candidates for Board positions, the responsibilities of Company or of any entity in a consolidated group Directors, the Committees of the Board, with the Company. An ‘‘Independent Director’’ is a management succession, Director access to Non-Management Director who the Board of management and outside advisors, and Director Directors has affirmatively determined has no compensation. material relationships with the Company or any of its consolidated subsidiaries and is independent In 2006, the Board of Directors adopted Amended within the meaning of the New York Stock Exchange and Restated Corporate Governance Guidelines to Inc.’s Corporate Governance Standards (the ‘‘NYSE provide for the appointment of a Lead Director by Standards’’). An Independent Director for Audit the Independent Directors (as defined below), and to Committee purposes meets additional requirements include the Board’s majority voting standard in of Rule 10A-3 under the Exchange Act. uncontested Director elections, which is now reflected in the Company’s By-Laws. See The Board has affirmatively determined that Curtis ‘‘Information About the 2006 Annual Meeting and H. Barnette, Burton A. Dole, Cheryl W. Gris´ , e Proxy Voting — Majority Voting Standard in James R. Houghton, Harry P. Kamen, Helene L. Director Elections’’ for more information. The Kaplan, John M. Keane, James M. Kilts, Charles M. Amended and Restated Corporate Governance Leighton, Sylvia M. Mathews, Hugh B. Price, Guidelines (the ‘‘Corporate Governance Kenton J. Sicchitano and William C. Steere, Jr. are Guidelines’’) are attached as Appendix A to this all Independent Directors who do not have any Proxy Statement. material relationships with the Company or any of Printable versions of the Corporate Governance its consolidated subsidiaries. Mr. Barnette and Guidelines may be found on MetLife’s website at Mrs. Kaplan are both Of Counsel to the law firm of http://www.metlife.com/corporategovernance. A Skadden, Arps, Slate, Meagher & Flom, LLP copy of the Corporate Governance Guidelines (‘‘Skadden’’), which provides legal services to the also may be obtained by submitting a written Company and its affiliates. Neither Mr. Barnette request to MetLife, Inc., One MetLife Plaza, 27-01 nor Mrs. Kaplan directly or indirectly provides any Queens Plaza North, Long Island City, NY legal services to MetLife or its subsidiaries. In 11101-4007, Attention: Corporate Secretary. addition, neither Mr. Barnette nor Mrs. Kaplan receives compensation from Skadden that is Information About the Board of Directors. directly or indirectly related to fees that Skadden Responsibilities, Independence and Composition of receives from the Company or its subsidiaries for the Board of Directors. The Directors of MetLife performing such legal services. Neither are individuals upon whose judgment, initiative and Mr. Barnette nor Mrs. Kaplan has the right to vote efforts the success and long-term value of the on any of Skadden’s firm matters or participate in Company depend. As a Board, these individuals Skadden’s profits. Skadden is not a significant review MetLife’s business policies and strategies and supplier to the Company; the fees it receives from oversee the management of the Company’s MetLife total less than 2% of Skadden’s revenues. businesses by the Chief Executive Officer and the Based on its review of the nature of Mr. Barnette’s other executive officers. The Board currently consists and Mrs. Kaplan’s Of Counsel status at Skadden, 12
  • MetLife 2006 Proxy Statement the Board has determined, in each case, that such as Director must provide written information Of Counsel status does not constitute a material about their qualifications and participate in relationship with MetLife, and has affirmatively interviews conducted by individual Board determined that Mr. Barnette and Mrs. Kaplan are members, including the Chairs of the Audit, Independent Directors. Compensation and Governance Committees. Candidates are evaluated based on the The Board also determined that the Independent information supplied by the candidates and Directors satisfy the criteria set forth in categorical information obtained from other sources. standards established by the Board to assist it in making determinations regarding independence. The Governance Committee will consider These standards are set forth under the caption shareholder recommendations of candidates for ‘‘Director Independence’’ included in the nomination as Director. To be timely, a shareholder Corporate Governance Guidelines of the recommendation must be submitted to the Company which are attached as Appendix A to Governance Committee, MetLife, Inc., One MetLife this Proxy Statement. Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate The Company’s Board of Directors is divided into Secretary, not later than 120 calendar days prior to three classes. One class is elected each year to hold the first anniversary of the previous year’s annual office for a term of three years. Of the 15 current meeting. Recommendations for nominations of Directors, five are Class I Directors with terms candidates for election at the 2007 Annual Meeting expiring at the 2006 Annual Meeting, five are must be received by the Corporate Secretary no Class II Directors with terms expiring at the 2007 later than December 26, 2006. Annual Meeting, and five are Class III Directors with terms expiring at the 2008 Annual Meeting. As The Governance Committee makes no distinctions a result of the reduction of the size of the Board to in evaluating nominees based on whether or not a fourteen members, effective as of the 2006 Annual nominee is recommended by a shareholder. Meeting, the size of Class I will be reduced to four Shareholders recommending a nominee must Directors. satisfy the notification, timeliness, consent and information requirements set forth in the Executive Sessions of Non-Management Directors. Company’s By-Laws concerning Director The Non-Management Directors of the Company nominations by shareholders. (all of whom were also Independent Directors of the Company during 2005) meet in regularly The shareholder’s recommendation must set forth scheduled executive sessions without the presence all the information regarding the person of the Company’s management. If the group of recommended that is required to be disclosed in Non-Management Directors were to include solicitations of proxies for election of Directors Directors who were not also Independent pursuant to Regulation 14A under the Exchange Directors, the Independent Directors would meet, Act, and must include the recommended at least once a year, in an executive session that Nominee’s written consent to being named in the included only Independent Directors. The Proxy Statement as a Nominee and to serving as a Independent Directors have appointed Mr. Steere Director if elected. In addition, the shareholder’s as Lead Director and, among other responsibilities, recommendation must include (i) the name and Mr. Steere presides when the Non-Management address of the recommending shareholder and the Directors meet in executive session. candidate being recommended; (ii) a description Director Nomination Process. Potential of all arrangements or understandings between the candidates for nomination as Directors are nominating shareholder and the person being identified by the Board of Directors and the recommended and any other persons (naming Governance Committee through a variety of them) pursuant to which the nominations are to be means, including recommendations of search made by the shareholder; (iii) a representation that firms, Board members, executive officers and the recommendation is being made by a shareholders. Potential candidates for nomination beneficial owner of the Company’s stock; and 13
  • MetLife 2006 Proxy Statement (iv) if the recommending shareholder intends to membership on the Board of Directors, solicit proxies, a statement to that effect. including significant experience and accomplishments, an understanding of business Under the Company’s Corporate Governance and finance, sound business judgment, and an Guidelines, the following specific, minimum appropriate educational background. qualifications must be met by any candidate that the Company would recommend for election to In recommending candidates for election as the Board of Directors: Directors, the Governance Committee will take into consideration the need for the Board to have a ) Financial Literacy. Such person should be majority of Directors that meet the independence ‘‘financially literate’’ as such qualification is requirements of the NYSE Standards and such interpreted by the Company’s Board of other criteria as shall be established from time to Directors in its business judgment. time by the Board of Directors. ) Leadership Experience. Such person should Board Meetings and Director Attendance in possess significant leadership experience in 2005. In 2005, there were 13 regular and special business, finance, accounting, law, education meetings of the Board of Directors. All Directors or government, and should possess qualities attended more than 75% of the aggregate number reflecting a proven record of accomplishment of meetings of the Board of Directors and the and an ability to work with others. Committees on which they served during 2005. ) Commitment to the Company’s Values. Such Certain Relationships and Related Transactions. person shall be committed to promoting the Helene L. Kaplan and Curtis H. Barnette, Directors financial success of the Company and of MetLife, are both Of Counsel to Skadden, Arps, preserving and enhancing the Company’s Slate, Meagher & Flom LLP (‘‘Skadden’’). Skadden reputation as a leader in American business and performs legal services for MetLife and its affili- shall be in agreement with the values of the ates, and MetLife provides insurance-related prod- Company as embodied in its codes of conduct. ucts and services to Skadden. Neither Mrs. Kaplan ) Absence of Conflicting Commitments. Such nor Mr. Barnette directly or indirectly provides person should not have commitments that legal services to MetLife or its subsidiaries or re- would conflict with the time commitments of a ceives compensation from Skadden that is directly Director of the Company. or indirectly related to fees that Skadden receives from MetLife or its subsidiaries. Neither has the ) Reputation and Integrity. Such person shall be right to vote on Skadden’s firm matters or partici- of high repute and recognized integrity and not pate in Skadden’s profits. Skadden is not a signifi- have been convicted in a criminal proceeding cant supplier to the Company because the fees it or be named a subject of a pending criminal receives from MetLife total less than 2% of its proceeding (excluding traffic violations and revenues. The Board of Directors has affirmatively other minor offenses). Such person shall not determined that Mrs. Kaplan and Mr. Barnette are have been found in a civil proceeding to have Independent Directors who have no material rela- violated any federal or state securities or tionship with the Company for purposes of the commodities law, and shall not be subject to NYSE Standards. See ‘‘Information About the any court or regulatory order or decree limiting Board of Directors — Responsibilities, Independ- his or her business activity, including in ence and Composition of the Board of Directors’’ connection with the purchase or sale of any beginning on page 12. security or commodity. ) Other Factors. Such person shall have other characteristics considered appropriate for 14
  • MetLife 2006 Proxy Statement Board Committees. MetLife’s Board of Directors has designated six Board Committees. These Committees perform essential functions on behalf of the Board. The Committee Chairs review and approve agendas for all meetings of their respective Committees. The responsibilities of each of the Committees are summarized below. Only Independent Directors may be members of the Audit, Compensation and Governance Committees. Metropolitan Life Insurance Company also has designated Board Committees, including an Investment Committee. Each Committee of the Board of Directors has a Charter that defines the Committee’s purposes and responsibilities. The Charters for the Audit, Compensation and Governance Committees incorporate the requirements of the Securities and Exchange Commission and the New York Stock Exchange to the extent applicable. Printable versions of the Charters are available on MetLife’s website at http://www.metlife.com/corporategovernance. The Audit Committee The Audit Committee, which consists entirely of Independent Directors, ) is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditor; ) assists the Board in fulfilling its responsibility to oversee the Company’s accounting and financial reporting processes, the adequacy of the Company’s internal control over financial reporting and the integrity of its financial statements; ) pre-approves all audit and non-audit services to be provided by the independent auditor, reviews reports concerning significant legal and regulatory matters, discusses the Company’s guidelines and policies with respect to the process by which the Company undertakes risk management and risk assessment, and reviews the performance of the Company’s internal audit function; ) discusses with management, the General Auditor and the independent auditor the Company’s filings on Forms 10-K and 10-Q and the financial information in those filings; ) prepares an annual report to the shareholders for presentation in the Company’s proxy statement, the 2006 report being presented on page 21 of this Proxy Statement; and ) has the authority to obtain advice and assistance from, and to receive appropriate funding from the Company for the retention of, outside counsel and other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee met ten times during 2005. A more detailed description of the role and responsibilities of the Audit Committee is set forth in the Audit Committee Charter. Financial Literacy and Audit Committee Financial Expert. The Board of Directors has determined that the members of the Audit Committee are financially literate, as such qualification is interpreted by the Board of Directors. The Board of Directors has also determined that a majority of the members of the Audit Committee would qualify as ‘‘audit committee financial experts,’’ as such term is defined by the Securities and Exchange Commission, including James R. Houghton, the Chair of the Committee. The Compensation Committee The Compensation Committee, which consists entirely of Independent Directors, ) assists the Board in fulfilling its responsibility to oversee the compensation and benefits of the Company’s executive officers and other employees of the MetLife enterprise and prepares an annual report on executive compensation for inclusion in the Company’s proxy statement, the 2006 report being presented on page 23 of this Proxy Statement; 15
  • MetLife 2006 Proxy Statement ) approves the goals and objectives relevant to the Chief Executive Officer’s total compensation, evaluates the Chief Executive Officer’s performance in light of such goals and objectives, and endorses, for approval by the Independent Directors, the Chief Executive Officer’s total compensation level based on such evaluation; ) reviews and recommends approval by the Board of Directors of the other executive officers’ total compensation, including their base salaries and annual and long-term incentive compensation; and ) has sole authority to retain and approve the terms of the retention of any compensation consultants and other compensation experts in connection with the compensation of the Chief Executive Officer and other senior executive officers. The Compensation Committee met seven times during 2005. A more detailed description of the role and responsibilities of the Compensation Committee is set forth in the Compensation Committee Charter. Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee has ever been an officer or employee of MetLife or any of its subsidiaries. During 2005, no executive officer of MetLife served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers is or has been a Director of MetLife or a member of MetLife’s Compensation Committee. The Governance Committee The Governance Committee, which consists entirely of Independent Directors, ) assists the Board by identifying individuals qualified to become members of the Board, consistent with the criteria established by the Board, developing and recommending corporate governance guidelines to the Board, overseeing MetLife’s financial policies and strategies, capital structure and dividend policies, and overseeing MetLife’s internal risk management function; ) recommends policies and procedures regarding shareholder nomination of Director candidates and regarding communication with Non-Management Directors; and ) has other duties and responsibilities, including recommending the appointment of Directors to serve as the Chairs and members of the Committees of the Board, overseeing the evaluation of the Board and reviewing the compensation and benefits of the Board of Directors and recommending modifications thereof as may be appropriate. The Governance Committee met eight times during 2005. A more detailed description of the role and responsibilities of the Governance Committee is set forth in the Governance Committee Charter. The Executive Committee The Executive Committee may exercise the powers and authority of the Board of Directors during intervals between meetings of the Board of Directors. The Executive Committee did not meet in 2005. The Public Responsibility Committee The Public Responsibility Committee ) oversees the Company’s charitable contributions, public benefit programs and other corporate responsibility matters, reviewing, in this regard, the Company’s goals and strategies for its contributions in support of health, education, civic affairs, culture and similar purposes, and its social investment program in which loans and other investments are made to support affordable housing, community, business and economic development and health care services for low and moderate income communities; 16
  • MetLife 2006 Proxy Statement ) reviews the Company’s goals and strategies concerning legislative and regulatory initiatives that impact the interests of the Company; and ) annually reviews and recommends the Company’s charitable contribution budget to the Board of Directors for its approval. The Sales Practices Compliance Committee The Sales Practices Compliance Committee ) oversees compliance matters concerning the sale or marketing of insurance products to individuals and institutions by MetLife’s subsidiaries; ) reviews policies and procedures with respect to sales practices compliance matters; ) reviews audit plans and budgets for sales office audits prepared by the Corporate Ethics and Compliance Department related to sales practices compliance matters; and ) receives and reviews reports concerning activities related to sales practices compliance matters, including reports from the leadership of the Corporate Ethics and Compliance Department concerning allegations of fraud and misconduct and unethical business practices and reports of any significant investigations by governmental authorities. The Investment Committee of Metropolitan Life Insurance Company The Investment Committee of Metropolitan Life Insurance Company (‘‘MLIC’’) ) oversees the investment activities of MLIC and certain of its subsidiaries; ) at the request of MetLife, also oversees the management of investment assets of MetLife and certain of MetLife’s subsidiaries and, in connection therewith, reviews reports from the investment officers on the investment activities and performance of the investment portfolio of such companies and submits reports about such activities and performance to MetLife; ) authorizes designated investment officers, within specified limits and guidelines, to make and sell investments for MLIC’s General Account and Separate Accounts consistent with applicable laws and regulations and applicable standards of care; ) reviews reports from the investment officers regarding the conformity of investment activities with the Committee’s general authorizations, applicable laws and regulations and applicable standards of care; and ) reviews and approves MLIC’s derivatives use plans and reviews reports from the investment officers on derivative transaction activity; reviews and approves MLIC’s high return program plan and reviews reports from the investment officers on high return program activity; reviews reports from the investment officers on the investment activities and performance of investment advisors that are engaged to manage certain investments of MLIC; reviews reports from the investment officers on the non-performing assets in MLIC’s investment portfolio; and reviews MLIC’s investment plans and receives periodic updates of performance compared to projections in the investment plans. 17
  • MetLife 2006 Proxy Statement The following table lists the Directors who currently serve on the Committees described above. MEMBERSHIP ON BOARD COMMITTEES Investment Sales (Metropolitan Public Practices Life Insurance Audit Compensation Governance Executive Responsibility Compliance Company) R.H. Benmosche s ( C. H. Barnette s ( B. A. Dole, Jr. ( ( ( C.W. Gris´ e ( ( ( C. R. Henrikson ( ( J. R. Houghton s ( ( ( H. P. Kamen ( ( ( H. L. Kaplan s ( ( ( J. M. Keane ( ( ( J. M. Kilts ( ( ( C. M. Leighton s ( ( S. M. Mathews ( ( ( H. B. Price s ( ( K. J. Sicchitano ( ( ( ( W. C. Steere, Jr. s ( ( ( (s = Chair = Member) ( Director Compensation Directors’ Retainer and Attendance Fees. Non-Management Directors who serve as Chairs Effective upon the date of the Company’s 2006 of Board Committees will be increased from Annual Meeting, the Annual Retainer for Non- $10,000 to $25,000. The Company also pays an Management Directors who serve on the annual cash fee of $25,000 to the Company’s Company’s Board of Directors will be increased Lead Director. The Committee Chair and Lead from $170,000 to $225,000. As in the past, 50% Director retainer fees are paid in advance at the of the retainer will be paid in shares of the time of the 2006 Annual Meeting. The Company Company’s common stock and 50% in cash. The pays a $25,000 annual fee to the Non- retainer fee for Board service is paid in advance at Management Director who serves as the Chair of the time of the 2006 Annual Meeting. A Non- the Metropolitan Life Insurance Company Management Director who serves for only a Investment Committee, an increase from $10,000 portion of the year is paid a prorated retainer fee in 2005. A Non-Management Director who serves to reflect the period of such service. for only a portion of the year would, in each case, be paid a prorated retainer fee to reflect the period Effective upon the date of the Company’s 2006 of such service. Annual Meeting, the annual cash fee payable to 18
  • MetLife 2006 Proxy Statement The Company reimburses Non-Management price of any stock option may be no less than the Directors for expenses they incur to attend the fair market value of a share of the Company’s Company’s Board and Committee meetings, and, common stock on the date the stock option is subject to availability, its corporate aircraft is granted. No stock options, performance shares, sometimes used to transport Directors and their restricted stock or restricted stock units have been spouses or guests to and from these meetings and awarded under the Plan; however, share awards Company-sponsored events. If a spouse or guest with respect to the 50% stock component of the accompanies a Director to a MetLife meeting or Annual Retainer paid to Non-Management event, income would be imputed to the Director Directors are being granted. See ‘‘Directors’ in accordance with IRS rules. In addition, the Retainer and Attendance Fees’’ above. The Board Company may, from time to time, provide of Directors or the Governance Committee may courtesy tickets to sporting events, theatrical terminate, modify or amend the Plan at any time, performances and other cultural events, and subject, in certain instances, to shareholder similar personal benefits to Directors and their approval. spouses and guests, and, subject to availability, MetLife Fee Deferrals. A Non-Management may provide limited office space for occasional Director may defer the receipt of all or part of his use by Directors. As a former Chief Executive or her fees payable in cash or shares (and any Officer of Metropolitan Life Insurance Company, imputed dividends on those shares) until a later Mr. Harry Kamen receives secretarial support and date or until after he or she ceases to serve as a use of an office. Director. From 2000 to 2004, such deferrals could be made under the terms of the 2000 Directors The MetLife, Inc. 2000 Directors Stock Plan. Stock Plan (share awards) or the MetLife Deferred The MetLife, Inc. 2000 Directors Stock Plan (the Compensation Plan for Outside Directors (cash ‘‘2000 Directors Stock Plan’’), which was in effect awards). Since 2005, any such deferrals are made until April 15, 2005 when it was replaced by the under the terms of the MetLife Non-Management MetLife, Inc. 2005 Non-Management Director Director Deferred Compensation Plan, which was Stock Compensation Plan described below, adopted in 2004 and amended in 2005, and is authorized the Company to pay up to 50% of the intended to comply with Internal Revenue Code Company’s Non-Management Directors’ retainer Section 409A. and attendance fees in stock grants and pay all or part of the remainder of such fees in stock options. Directors’ Benefit Programs. Non-Management The plan provided that the exercise price of any Directors who joined the Board on or after stock option granted to the Company’s Non- January 1, 2003 receive $200,000 of group life Management Directors could not be less than the insurance. Non-Management Directors who fair market value of a share of the Company’s joined the Board prior to January 1, 2003 are common stock on the date the stock option eligible to continue to receive $200,000 of was granted. No additional awards will be made individual life insurance coverage under policies under the 2000 Directors Stock Plan. then in existence, for which MetLife would pay the Directors a cash amount sufficient to cover the The MetLife, Inc. 2005 Non-Management cost of premiums (ranging up to approximately Director Stock Compensation Plan. The $20,000). MetLife provides each Non- MetLife, Inc. 2005 Non-Management Director Management Director with business travel Stock Compensation Plan, which was approved accident insurance coverage for travel on MetLife by the Company’s shareholders in 2004, business. Non-Management Directors are also authorizes the Governance Committee to grant eligible to participate in MetLife’s Long Term Care awards in the form of stock options, share Insurance Program on a fully contributory basis. appreciation rights, restricted stock, restricted stock units, performance shares, and stock-based Charitable Gift Program. Non-Management awards to the Company’s Non-Management Directors elected as Directors of Metropolitan Life Directors. The Plan provides that the exercise Insurance Company prior to October 1, 1999 19
  • MetLife 2006 Proxy Statement participate in a charitable gift program under Codes of Conduct which a participating Director may recommend Financial Management Code of Professional one or more charitable or educational institutions Conduct. The Company has adopted the MetLife to receive, in the aggregate, a $1 million Financial Management Code of Professional contribution from Metropolitan Life Insurance Conduct, a ‘‘code of ethics’’ as defined under the Company in the name of that Director upon the rules of the SEC, that applies to the Company’s Director’s death. For 2005, the Company paid Chief Executive Officer, Chief Financial Officer, $159,052 in premiums for insurance policies Chief Accounting Officer, Corporate Controller under the program. and all professionals in finance and finance- Directors’ Retirement Policy. The retirement related departments. The Financial Management policy adopted by the Board of Directors provides Code of Professional Conduct is available on the that no Director may stand for election as a Company’s website at http://www.metlife.com/ member of MetLife’s Board after he or she reaches corporategovernance. No amendments to, or the age of 72, and that a Director may continue to waivers from a provision of, the Financial serve until the 2006 Annual Meeting coincident Management Code of Professional Conduct that with or immediately following his or her apply to the Company’s Chief Executive Officer, 72nd birthday. The Board of Directors has waived Chief Financial Officer, Chief Accounting Officer the provisions of its retirement policy that would or Corporate Controller were entered into or made have required Mrs. Kaplan and Mr. Kamen to in 2005. However, the Company would post serve only until the Annual Meeting coincident information about any such waivers or with or immediately following her or his amendments on the Company’s website at the 72nd birthday. Accordingly, Mrs. Kaplan will address given above. serve as a Director until her term expires in 2008 and Mr. Kamen will serve as a Director until his Employee Code of Business Conduct and Ethics term expires in 2007. In addition, no Director who and Directors’ Code of Business Conduct and is also an officer of MetLife may serve as a Ethics. The Company has adopted the Director after he or she retires as an officer of Employee Code of Business Conduct and Ethics, MetLife or Metropolitan Life Insurance Company. which is applicable to all employees of the In accordance with this policy, Mr. Benmosche, Company, including the executive officers of the who is retiring from the Company, is not standing Company, and the Directors’ Code of Business for election at the 2006 Annual Meeting and will Conduct and Ethics, which is applicable to the step down as a Director when his term expires on Directors of the Company. Printable versions of April 25, 2006. In addition, each Director must the Employee Code and the Directors’ Code are offer to resign from the Board upon a change or available on the Company’s website at discontinuance of his or her principal occupation http://www.metlife.com/corporategovernance. or business responsibilities. The Director’s Print copies may be obtained by writing to the Retirement Policy is set forth in the Corporate Company at One MetLife Plaza, 27-01 Queens Governance Guidelines attached as Appendix A Plaza North, Long Island City, NY 11101-4007, to this Proxy Statement. Attention: Corporate Secretary. 20
  • MetLife 2006 Proxy Statement Audit Committee Report This report is submitted by the Audit Committee of internal control over financial reporting in the MetLife Board of Directors (the ‘‘Committee’’). response to the requirements set forth in No portion of this Audit Committee Report shall Section 404 of Sarbanes-Oxley and related be deemed to be incorporated by reference into regulations. The Audit Committee was kept any filing under the Securities Act of 1933, as apprised of the progress of the evaluation and amended (the ‘‘Securities Act’’), or the Exchange provided oversight and advice to management Act, through any general statement incorporating during the process. In connection with this by reference in its entirety the Proxy Statement in oversight, the Committee received updates which this Report appears, except to the extent provided by management and Deloitte at each that the Company specifically incorporates this regularly scheduled Committee meeting. The report or a portion of it by reference. In addition, Committee also reviewed the report of this report shall not be deemed to be ‘‘soliciting management’s assessment of the effectiveness of material’’ or to be ‘‘filed’’ under either the internal control over financial reporting contained Securities Act or the Exchange Act. in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which The Committee, on behalf of the Board, is has been filed with the Securities and Exchange responsible for overseeing management’s conduct Commission (the ‘‘2005 10-K’’). The Committee of MetLife’s financial reporting and internal also reviewed Deloitte’s Report regarding its audit control processes. For more information on the of management’s assessment of the effectiveness Audit Committee see the description of the of the Company’s internal control over financial Committee on page 15. reporting, and the effectiveness of the Company’s internal control over financial reporting. Management has the responsibility for the preparation of MetLife’s consolidated financial The Committee reviewed and discussed with statements and the reporting process. The firm of management and with Deloitte MetLife’s audited Deloitte & Touche LLP (‘‘Deloitte’’), as MetLife’s consolidated financial statements for the periods independent auditor, is responsible for auditing ended December 31, 2005 (the ‘‘2005 audited MetLife’s consolidated financial statements in consolidated financial statements’’) and Deloitte’s accordance with auditing standards of the Public Report of Independent Registered Public Company Accounting Oversight Board (United Accounting Firm dated February 28, 2006 (the States) (‘‘PCAOB’’). ‘‘Deloitte Opinion’’) regarding the 2005 audited consolidated financial statements, included in the Deloitte has discussed with the Committee those 2005 10-K, which states that MetLife’s 2005 matters described in the PCAOB Statement on audited consolidated financial statements present Auditing Standards (‘‘SAS’’) No. 61, as amended fairly, in all material respects, the consolidated by SAS 89 and SAS 90, and Rule 2-07 of financial position of MetLife and its subsidiaries as Regulation S-X promulgated by the SEC. Deloitte of December 31, 2005 and 2004 and the results of has also provided to the Committee the written their operations and cash flows for each of the disclosures and the letter required by three years in the period ended December 31, Independence Standards Board Standard No. 1 2005 in conformity with accounting principles regarding Deloitte’s independence, and the Audit generally accepted in the United States of Committee has discussed with Deloitte its America. In reliance upon the reviews and independence from MetLife. discussions with management and Deloitte During the course of 2004 and 2005, described in this Audit Committee Report, and the management completed the documentation, Board of Directors’ receipt of the Deloitte testing and evaluation of MetLife’s system of Opinion, the Committee recommended to the 21
  • MetLife 2006 Proxy Statement Board that MetLife’s 2005 audited consolidated financial statements be included in the 2005 10-K. Respectfully, James R. Houghton, Chair Burton A. Dole, Jr. John M. Keane Hugh B. Price Kenton J. Sicchitano William C. Steere, Jr. 22
  • MetLife 2006 Proxy Statement Compensation Committee Report on Executive Compensation This report on executive compensation is potential termination, retirement, severance and submitted by the Compensation Committee (the change of control scenarios. ‘‘Committee’’) of MetLife’s Board of Directors. The Committee has oversight of MetLife’s total Compensation Philosophy and Objectives compensation program. No portion of this Compensation Committee Report shall be deemed MetLife’s total compensation philosophy, as to be incorporated by reference into any filing endorsed by the Compensation Committee, is under the Securities Act or the Exchange Act designed to: through any general statement incorporating by reference in its entirety the Proxy Statement in ) provide competitive total compensation which this Report appears, except to the extent opportunities that will attract, retain and that the Company specifically incorporates this motivate high-performing executives; report or a portion of it by reference. In addition, this report shall not be deemed to be ‘‘soliciting ) align the compensation plans to the Company’s material’’ or to be ‘‘filed’’ under either the business strategies; Securities Act or the Exchange Act. The Committee evaluates the performance of the Chief ) reinforce the Company’s pay for performance Executive Officer and endorses, for approval by culture by making a significant portion of the Independent Directors, the total compensation compensation variable and based on company, of the Chief Executive Officer based on such business unit and individual performance; and evaluation. The Committee also reviews and recommends to the Board of Directors the total ) align the financial interests of the Company’s compensation of executive officers named in the executives and its shareholders through stock- ‘‘Summary Compensation Table’’ on page 29 (the based incentives and by building executive ‘‘Named Executive Officers’’). For more ownership in the Company. information on the Compensation Committee see the description of the Committee on pages 15-16. MetLife has a strong pay for performance philosophy, and to that end the total The Committee has retained an independent compensation program provides opportunities that executive compensation consultant who provides are competitive within the insurance industry and the Committee with an external perspective on the broader financial services industry. The executive compensation practices and attends Committee’s independent compensation meetings of the Committee when executive consultant provides advice to the Committee compensation items are discussed. Using tally about competitive compensation practices and sheets, the Committee reviews the total trends in the marketplace. The Committee has compensation of MetLife’s Chief Executive Officer selected a group of insurance and financial and the other Named Executive Officers on a services companies against which MetLife’s comprehensive basis, including their respective executive compensation programs are annual base salaries, annual bonuses, benefits, benchmarked and generally positions its executive perquisites, long-term incentive compensation, compensation opportunities within a range of the including the current value of their vested and median to the third quartile of insurance and unvested stock options, grants under the Long financial services companies. Some of these Term Performance Compensation Plan and companies, but not all, are included in the S&P performance share grants, as well as the Indices which are reflected on the ‘‘Performance Company’s projected payout obligations under Graph,’’ on page 37. 23
  • MetLife 2006 Proxy Statement Deductibility of Compensation Annual Incentive Program The objectives of the MetLife Annual Variable It is the Committee’s policy that all incentive Incentive Plan (the ‘‘AVIP’’) are to: compensation paid to MetLife’s executives be deductible for federal income tax purposes. This ) provide competitive opportunities commen- includes compliance with Internal Revenue Code surate with Company performance; Section 162(m), which limits deductible compensation paid to the Company’s Chief ) align total annual incentive pay with the Executive Officer and four other highest-paid Company’s annual business results; and executives during a taxable year to $1,000,000 but excludes (among other items) incentive ) make a significant portion of total compensation paid on account of attainment of compensation variable based upon Company, objective performance goals. The Committee may, business unit and individual performance. on occasion, determine that it is appropriate to pay compensation that would not be deductible. Prior to the beginning of each calendar year, the Committee approves the formula of performance measures and goals of the AVIP that are based on Compensation Components and Practices the Company’s business plan. Goals, such as operating earnings and return on equity, are used Total compensation includes base salary and as a basis for determining the maximum value of annual and long term incentive awards. A all awards that will be available for distribution. substantial portion of each executive’s total The actual value of all awards approved by the compensation is variable and will continue to be Committee is allocated among the various at risk based on Company, business unit and business units based on each unit’s performance individual performance. As an executive’s compared with the objectives set for it at the responsibilities become more significant, a larger beginning of the performance period and overall portion of total compensation will be at risk or Company results. variable based on performance. The compensation philosophy places less emphasis on In all AVIP award determinations, including those base salary than on incentives and aims to reward for the Named Executive Officers, individual executives through the payment of annual and performance, compared with established long term incentive awards that are performance- objectives and relative contributions among the driven. AVIP participants, is a key factor in the determination of the individual’s actual incentive award. Paying for performance has produced Base Salary significant AVIP award differentiation based on an individual’s performance and relative Each year the Committee reviews the base salaries contribution. The Committee recommends of the Named Executive Officers and, when individual incentive awards for executive officers, warranted, makes recommendations regarding including the Named Executive Officers other base salary changes to the Independent Directors than the Chief Executive Officer, to the Board of regarding the Chief Executive Officer, and to the Directors for approval, and endorses for the Board of Directors regarding the other Named approval of the Independent Directors the Executive Officers, in the context of total incentive award for the Chief Executive Officer. compensation relative to their respective Each of the Named Executive Officers participates responsibilities and the competitive market. in the AVIP. The maximum annual awards that Likewise, other executive officers are paid base may be paid to officers of the Company subject to salaries that are intended to reflect their levels of the reporting requirements of Section 16 of the responsibilities and competitive market conditions Exchange Act will be determined in a manner within a total compensation context. designed to meet the requirements for 24
  • MetLife 2006 Proxy Statement performance-based compensation under The Committee has determined that the best Section 162(m) of the Internal Revenue Code. measurement for determining Company performance for purposes of Long Term Plan grants is the change (plus or minus) in the closing Long Term Incentive Program price of a share of the Company’s common stock from the first day of the performance period Long term incentive awards assist the Company in through the last day of the performance period focusing efforts of the executives on increasing plus the value of dividends actually paid on a total shareholder value and attaining, over a reinvested basis (‘‘total shareholder return’’). The number of years, other performance goals which Committee and the Board of Directors may choose are integral to the Company’s continued success. to exercise discretion under the Long Term Plan to The objectives of the long term incentive program approve a final award reflecting between 90% and are to: 110% of the product of each individual’s incentive opportunity multiplied by the total shareholder ) align executives’ and shareholders’ interests; return on the Company’s common stock during ) foster and promote the long term financial the performance period. Except for an award to the Chief Executive Officer, whose award is success of the Company; endorsed by the Compensation Committee and ) encourage executives to take a long term approved by the Independent Directors, no award strategic perspective and reward performance will become payable, including those of the accordingly; and Named Executive Officers, unless it is approved by a vote of the Board of Directors. Awards may ) attract and retain key executives who have a be paid, in whole or in part, in shares of the long term business perspective. Company’s common stock at the discretion of the Board of Directors. Each of the Named Executive Long term incentive awards for executives, Officers participates in the Long Term Plan. including those of the Named Executive Officers other than the Chief Executive Officer, are For the performance period ending March 31, recommended by the Committee to the Board of 2006, the Committee and the Board have Directors, and long term incentive awards for the approved a final award reflecting 100% of each Chief Executive Officer are endorsed by the eligible individual’s incentive opportunity Committee for the approval of the Independent multiplied by total shareholder return on the Directors in the context of total compensation. Company’s common stock during the performance period. The Committee and the Long Term Performance Compensation Plan Board have also determined to make payment of 75% of each award in the form of Company Final grants under the Long Term Performance common stock and 25% of each award in the form Compensation Plan (the ‘‘Long Term Plan’’) were of cash. made to the Named Executive Officers in 2004. Beginning in 2005, no additional grants were made under the Long Term Plan. The Long Term MetLife, Inc. 2000 Stock Incentive Plan Plan covers three-year performance periods, the last of which will end in 2007 (each, a Prior to April 2005, executives of the Company ‘‘performance period’’). The Committee approved and other management employees of certain the incentive opportunity targets for each Long subsidiaries, including each of the Named Term Plan participant, including the Named Executive Officers, were granted stock options Executive Officers, for each performance period. under the MetLife, Inc. 2000 Stock Incentive Plan The Committee may approve a higher or lower (the ‘‘2000 Stock Plan’’), in amounts determined incentive opportunity for a particular individual on an individual basis by the Committee to reflect based on his or her potential impact on the the responsibilities and performance of the Company’s long-term business results. participants and to motivate superior 25
  • MetLife 2006 Proxy Statement performance. The 2000 Stock Plan provided that common stock on the date the stock option is the exercise price of any stock option could not be granted. less than the fair market value of a share of the In 2005, the Committee awarded performance Company’s common stock on the date the stock shares and stock options to executives of the option was granted. No additional awards to the Company and other management employees of Named Executive Officers will be made under the certain subsidiaries, including each of the Named 2000 Stock Plan. Executive Officers, in amounts determined on an individual basis by the Committee to reflect the MetLife, Inc. 2005 Stock and Incentive responsibilities and performance of the Compensation Plan participants and to motivate superior performance. While the ultimate value of stock In 2004, the shareholders of the Company options depends on increases in the price of the approved the MetLife, Inc. 2005 Stock and Company’s common stock, performance shares Incentive Compensation Plan (the ‘‘2005 Stock are designed to deliver compensation that is also Plan’’). Under the 2005 Stock Plan, which became based on the Company’s performance on key effective on April 15, 2005, the Compensation strategic measures relative to its competitors in the Committee is authorized to recommend for Board Standard & Poor’s Insurance Index with regard to approval grants of various kinds of equity- and a three-year performance period. cash-based awards, including stock options, performance shares and restricted stock units to For additional information about stock options the Company’s executive officers and others. The and performance shares, see the chart entitled 2005 Stock Plan provides that the exercise price of ‘‘Option Grants in Last Fiscal Year’’ on page 31 any stock option may be no less than the fair and the chart entitled ‘‘Long Term Incentive Plan market value of a share of the Company’s Awards in Last Fiscal Year’’ on page 30. Building Equity Ownership The Company has established stock ownership guidelines for its executives, including the Named Executive Officers. Shares acquired by exercise of stock options, through the Long Term Plan share awards, in the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates (the ‘‘Savings and Investment Plan’’), or on the open market or held by immediate family members or in trust, and deferred shares and deferred share equivalents tracked in the MetLife Deferred Compensation Plan for Officers, the MetLife Leadership Deferred Compensation Plan or the Metropolitan Life Auxiliary Savings and Investment Plan (the ‘‘Auxiliary Savings and Investment Plan’’), count toward satisfaction of these requirements. There is no compulsory time frame for accumulating the minimum ownership requirement. Each active officer (or other associate of equivalent grade) is expected to retain stock acquired through the exercise of stock options or from long term incentive plan awards until the officer meets the applicable stock ownership requirement. As of December 31, 2005, the ownership of the Named Executive Officers is as follows: Name Ownership Guidelines Ownership Mr. Benmosche ************************************ 7 times base salary 10.4 times base salary Mr. Henrikson ************************************* 4 times base salary 5.2 times base salary Ms. Weber **************************************** 4 times base salary 3.6 times base salary Mr. Toppeta *************************************** 4 times base salary 5.0 times base salary Mr. Wheeler*************************************** 2 times base salary 2.2 times base salary 26
  • MetLife 2006 Proxy Statement CEO Compensation Non-Competition/Non-Solicitation Agreement Mr. Benmosche will retire from the Company Mr. Benmosche was the CEO for all of 2005. His effective July 1, 2006. In connection with his total compensation for 2005, which is detailed in retirement, the Company has entered into an the ‘‘Summary Compensation Table’’ on page 29, agreement with Mr. Benmosche to assure that, for includes a base salary of $1,100,000, an annual a reasonable period following his retirement, he incentive award under the AVIP of $6,250,000 for may not engage in activities on behalf of certain 2005 (which includes a Special Incentive competitors, solicit employees or interfere with Opportunity of $1,250,000 above what the the Company’s business relationships. Under this Committee otherwise might have awarded to agreement, Mr. Benmosche has agreed not to Mr. Benmosche, in consideration of completing provide services to, or otherwise become the integration of the Travelers Life and Annuity associated with, in any active fashion, whether as Businesses that the Company acquired from an officer, consultant, agent, partner or otherwise, Citigroup (the ‘‘Travelers Integration’’) by a number of the Company’s principal competitors November 1, 2005), and an estimated Long Term or their affiliates or subsidiaries (the ‘‘Restricted Plan Award of $8,795,898 for the April 1, 2003 to Competitors’’) for an 18 month period following March 31, 2006 performance period (see his retirement (that is, until December 31, 2007). footnote 4 to the ‘‘Summary Compensation Table’’ Mr. Benmosche has also agreed that, during that on page 29). Mr. Benmosche’s base salary of same restricted period, he will not solicit for $1,100,000 has been at that level since March employment or otherwise induce any of the 2002. Company’s officers or other employees to leave In 2005, Mr. Benmosche also received stock MetLife’s employ, or hire any such person or any options to acquire 400,000 shares and 127,500 person who had been in MetLife’s employ as of performance shares for the January 1, 2005 to Mr. Benmosche’s retirement date or during the December 31, 2007 performance period. six-month period preceding Mr. Benmosche’s retirement date. Additionally, under the In determining Mr. Benmosche’s compensation agreement, during the restricted period, for 2005, the Committee weighed his Mr. Benmosche agrees not to solicit any of the accomplishments against his goals for the year Company’s customers, suppliers, vendors or other while also taking into consideration the business relations on behalf of any Restricted effectiveness of his leadership and its impact on Competitor, or to otherwise encourage any such the MetLife enterprise. Mr. Benmosche achieved person to cease doing business with MetLife, or to all his goals in 2005. As a result of his strategic otherwise limit the extent of its business leadership, the Company’s 2005 financial and relationships with the Company. operating results exceeded its goals in all categories, often at record levels. In addition, the In consideration of, and subject to Company achieved its aggressive goals with Mr. Benmosche’s compliance with, these respect to the Travelers Integration. In 2005, the commitments and the other terms of the Company’s top-line growth continued to be agreement, commencing January 1, 2010, the enhanced through the introduction of innovative Company will pay Mr. Benmosche, or his insurance products; the Company also continued designated beneficiary, a monthly benefit for a to grow its sales force, while achieving record period of 20 years. These future payments have an retention rates; and the Company continued the approximate present value of $6 million. As part of substantial and profitable growth of its the agreement, Mr. Benmosche also has reaffirmed international operations, all of which actions and the commitments previously made under the initiatives were reflected as part of Company’s Agreement to Protect Corporate Mr. Benmosche’s objectives for 2005. At the same Property and, subject to standard exceptions (such time, the Company maintained its standards of as for judicial process), made commitments not to ethical conduct across its lines of business and its use or disclose, directly or indirectly, any reputation for integrity. privileged, confidential or proprietary business 27
  • MetLife 2006 Proxy Statement information to MetLife’s clients or business The Company’s executive officers, including each partners. The agreement also contains provisions Named Executive Officer, have an opportunity to recognizing the Company’s right to enforce these defer a portion of their compensation payable on covenants, including through the issuance of or after January 1, 2005 under the MetLife injunctive relief, and a standard general release of Leadership Deferred Compensation Plan, which is all claims against MetLife in connection with his intended to comply with Internal Revenue Code employment. Section 409A. Under that plan, returns are credited to participants’ deferred compensation Other Compensation and Benefit Programs accounts at market and non-preferential rates The Named Executive Officers also participate in a based on simulated investments. broad-based employee benefits program that includes a pension program, a savings and The Named Executive Officers are also parties to investment program, group health and disability other employment-related agreements as described coverage, group life insurance, and other benefit under the heading ‘‘Executive Compensation — plans. Further details on the retirement program Employment-Related Agreements’’ beginning on are provided on pages 32 through 34. page 34 of this Proxy Statement. Respectfully, William C. Steere, Jr., Chair Cheryl W. Gris´e James R. Houghton James M. Kilts Charles M. Leighton Kenton J. Sicchitano 28
  • MetLife 2006 Proxy Statement Executive Compensation The following table sets forth compensation information for the Company’s Chief Executive Officer and the next four most highly compensated executive officers (together, the ‘‘Named Executive Officers’’). Summary Compensation Table LONG TERM ANNUAL COMPENSATION COMPENSATION Awards Payouts Securities Other Annual Underlying LTIP All Other Salary Bonus Compensation Options Payouts Compensation Name and Principal Position Year ($) ($) ($)(2) (#)(3) ($) ($) Robert H. Benmosche, ******* 2005 $1,100,000 $6,250,000(1) $230,383 400,000 $8,795,898(4) $196,000(5) Chairman of the Board 2004 $1,100,000 $3,800,000 $ 54,056 415,000 $3,820,629 $180,000 and Chief Executive Officer 2003 $1,100,000 $3,400,000 $ 78,302 450,000 $2,910,185 $185,185 C. Robert Henrikson,********* 2005 $ 683,334 $2,875,000(1) — 90,000 $1,856,912(4) $ 83,333(5) President and 2004 $ 600,000 $1,400,000 — 90,000 $ 764,126 $ 67,000 Chief Operating Officer 2003 $ 600,000 $1,075,000 — 115,000 $ 970,062 $ 68,646 Lisa M. Weber, ************** 2005 $ 541,667 $1,750,000(1) — 55,000 $1,465,983(4) $ 62,489(5) President, 2004 $ 491,667 $ 985,000 — 70,000 $ 573,094 $ 55,979 Individual Business 2003 $ 450,000 $ 875,000 — 80,000 $ 545,660 $804,831 William J. Toppeta, ********** 2005 $ 541,667 $1,250,000(1) — 55,000 $1,465,983(4) $ 54,667(5) President, 2004 $ 500,000 $ 825,000 — 65,000 $ 636,772 $ 50,000 International 2003 $ 500,000 $ 750,000 — 80,000 $ 848,804 $ 48,538 William J. Wheeler, ********** 2005 $ 395,833 $1,375,000(1) — 35,000 $ 517,981(4) $ 44,821(5) Executive Vice President and 2004 $ 375,000 $ 700,000 — 40,000 $ 210,135 $ 27,000 Chief Financial Officer 2003 $ 349,856 $ 300,000 — 28,500 $ 257,066 $ 1,193 (1) Includes incentive awards pursuant to the AVIP based on 2005 performance (which include a special incentive opportunity of 25% above what the Compensation Committee otherwise might have awarded, in consideration of completing the Travelers Integration by November 1, 2005), which were paid in the first quarter of 2006. (2) The Named Executive Officers were provided some or all of the following perquisites or personal benefits in 2005: commuting or other personal use of the Company’s automobiles, use of the Company’s aircraft for personal travel, travel and meals for family members accompanying executives on business trips, corporate travel agency service charges for personal travel and financial counseling. Mr. Benmosche’s figures include amounts representing the approximate incremental cost to MetLife for personal use by Mr. Benmosche of the corporate aircraft as follows: during 2005: $228,820; during 2004: $53,700; and during 2003: $78,000. The incremental cost of perquisites and personal benefits provided to each of the Named Executive Officers other than Mr. Benmosche is not reported in the table because in each case it did not, in the aggregate, equal or exceed the lesser of $50,000 or 10% of the executive’s total salary and bonus. The incremental cost of perquisites and other personal benefits reflects variable costs incurred by the Company to provide the benefit to the executive. (3) Securities underlying options consist of common shares of MetLife. Specific information regarding stock option grants is provided in the table entitled ‘‘Option Grants in Last Fiscal Year’’ set forth on page 31. (4) The amounts for 2005 do not reflect actual payouts for the Long Term Plan performance period of April 1, 2003 to March 31, 2006. On February 28, 2006, the Board of Directors determined to 29
  • MetLife 2006 Proxy Statement calculate each executive’s payout based on the executive’s opportunity multiplied by total shareholder return during the performance period. The amounts for 2005 reflect what the Named Executive Officers’ payouts would have been if the performance period that began on April 1, 2003 had ended as of February 28, 2006. If the performance period had ended as of that date, total shareholder return would have been 95.46%, based on a stock price of $26.38 at the start of the period on April 1, 2003 and a closing price of $50.12 on February 28, 2006, and including dividends on a reinvested basis. Payment of the awards to the Named Executive Officers will be made after April 1, 2006 and 75% of the award will be payable in the form of MetLife common stock and 25% of the award will be payable in cash. The actual payout amounts, based on final total shareholder return calculated as of the end of the performance period on March 31, 2006, will be reported, as applicable, in the 2007 Proxy Statement. (5) Includes: (i) employer contributions to the Savings and Investment Plan of $8,400 for each of the Named Executive Officers, and (ii) employer contributions to, or, with respect to, the Auxiliary Savings and Investment Plan, as follows: Mr. Benmosche: $187,600; Mr. Henrikson: $74,933; Ms. Weber: $52,667; Mr. Toppeta: $46,267; and Mr. Wheeler: $35,433. The amounts noted for Ms. Weber and Mr. Wheeler also include $1,422 and $988, respectively, for the cost of group life insurance coverage provided in an amount above the standard program formula. Long Term Incentive Plan Awards in Last Fiscal Year Estimated Future Payouts Under Number of Non-Stock Price-Based Plans Shares, Units, or Other Performance or Other Period Threshold Target Maximum Name Rights(1) Until Maturation or Payout (#) (#) (#) Robert H. Benmosche ********* 127,500 January 1, 2005 - 0 127,500 255,000 December 31, 2007 C. Robert Henrikson *********** 30,000 January 1, 2005 - 0 30,000 60,000 December 31, 2007 Lisa M. Weber **************** 25,000 January 1, 2005 - 0 25,000 50,000 December 31, 2007 William J. Toppeta ************ 25,000 January 1, 2005 - 0 25,000 50,000 December 31, 2007 William J. Wheeler ************ 18,000 January 1, 2005 - 0 18,000 36,000 December 31, 2007 (1) These performance shares were awarded under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. Under the award agreements that apply to these awards, shares of MetLife common stock are payable to eligible award recipients following the conclusion of the performance period. The number of shares payable at the end of the performance period is determined by multiplying the number of performance shares by a performance factor (from 0% to 200%) based on the performance of the Company in (i) change in net operating earnings per share, and (ii) proportionate total shareholder return (as defined in the agreement governing the performance share awards), as a percentile of the performance of other companies in the Standard & Poor’s Insurance Index with regard to the performance period. 30
  • MetLife 2006 Proxy Statement Option Grants in Last Fiscal Year Individual Grants Number of Potential Realizable Value at Securities Percent of Total Assumed Annual Rates of Underlying Options Stock Price Appreciation Options Granted to Exercise or for Option Term(3) Granted Employees in Base Price Expiration Name (#)(1) Fiscal Year ($/Sh)(2) Date 5%($) 10%($) Robert H. Benmosche ***** 400,000 9.26% $38.47 4/14/15 $9,677,431 $24,524,509 C. Robert Henrikson ****** 90,000 2.08 38.47 4/14/15 2,177,422 5,518,015 Lisa M. Weber *********** 55,000 1.27 38.47 4/14/15 1,330,647 3,372,120 William J. Toppeta ******** 55,000 1.27 38.47 4/14/15 1,330,647 3,372,120 William J. Wheeler ******* 35,000 0.81 38.47 4/14/15 846,775 2,145,895 (1) These options will normally become exercisable at the rate of 331/3% per year on each of the first three anniversaries of their date of grant beginning on April 15, 2006. (2) The exercise price of the options granted is equal to the fair market value of a share of MetLife common stock on the date of grant. (3) These amounts, based on assumed appreciation rates of 5% and 10% as prescribed by SEC rules, are not intended to forecast possible future appreciation, if any, of the Company’s stock price. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values No. of Securities Underlying Value of Unexercised Unexercised Options at In-The-Money Options Fiscal Year-End (#) at Fiscal Year-End ($) Shares Acquired Value Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable Robert H. Benmosche ** — $— 1,285,934 826,666 $24,737,489 $11,463,391 C. Robert Henrikson ** — — 327,468 188,332 $ 6,325,804 $ 2,653,736 Lisa M. Weber******** — — 231,643 128,332 $ 4,455,565 $ 1,833,659 William J. Toppeta **** — — 256,851 124,999 $ 4,944,629 $ 1,787,863 William J. Wheeler**** — — 89,709 71,166 $ 1,697,923 $ 953,441 31
  • MetLife 2006 Proxy Statement Retirement Plan Information employees would have received under the Retirement Plan if these limitations did not apply. Pension benefits for employees on the United States The Auxiliary Plan is a non-qualified deferred payroll are provided under the Metropolitan Life compensation plan that is unfunded. Obligations Retirement Plan for United States Employees (the under the Auxiliary Plan are generally calculated ‘‘Retirement Plan’’). The Retirement Plan is a tax- the same way as they are under the Retirement qualified defined benefit pension plan, in which Plan. the amount of an employee’s pension is calculated using historical compensation and other The Company’s payment obligations under the information rather than the market value of the Retirement Plan and the Auxiliary Plan are not plan’s assets. The Company calculates a retiree’s reduced to reflect a participant’s social security defined benefits under the plan under either one or benefits or other offset amounts, but are integrated a combination of two different types of formulas. with social security benefits to produce a Employees hired or rehired during or after 2002 consistent level of benefits in relation to eligible accrue benefits for post-2002 services under the compensation. Participants may choose joint and ‘‘Personal Retirement Account Formula,’’ under survivor annuity, life annuity with term certain, which the Company considers length of service, contingent annuity, or first-to-die annuity payout total eligible compensation and specified interest of their benefits under either formula. Participants rates in determining the amount of the benefit. The may choose a lump sum payout of their benefits Company determines defined benefit amounts under the Personal Retirement Account Formula. based on service before 2003 using a ‘‘Traditional Participants at the level generally equivalent to Formula,’’ which takes into account final average Senior Vice-President or higher may also select, compensation and years of service. Employees subject to the approval of the Compensation hired before 2002 will receive pensions based on Committee or its designee, the timing and the Traditional Formula for service through 2002. frequency of the Traditional Formula benefit Before the beginning of 2003, each of these payment under the Auxiliary Plan, including a employees who remained actively employed lump sum payment. throughout 2002 made an election to use either the The retirement benefits of Mr. Benmosche, Personal Retirement Account Formula or the Mr. Henrikson and Mr. Toppeta are determined Traditional Formula for service during 2003 and under the Traditional Formula. Ms. Weber’s and afterward. Mr. Wheeler’s retirement benefits are determined The Internal Revenue Code imposes limitations on by the Traditional Formula with regard to service the benefits that the Company can pay under the prior to January 1, 2003 and, reflecting their Retirement Plan. The Company also sponsors the choices, the Personal Retirement Account Formula MetLife Auxiliary Pension Plan (the ‘‘Auxiliary with regard to service from and after January 1, Plan’’) to provide benefits which eligible 2003. 32
  • MetLife 2006 Proxy Statement Traditional Formula The following table shows the estimated Traditional Formula retirement benefits payable at normal retirement age (generally 65) to a person retiring with the indicated final average pay and years of credited service on a 30% joint and survivor basis, if married, and on a life annuity basis with a five year term certain, if single. The figures reflect an individual’s combined benefit under the Retirement Plan and the Auxiliary Plan. Estimated Annual Benefits at Retirement With Indicated Credited Years of Service Final Average Pay 5 Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years $ 500,000 $ 41,000 $ 82,100 $ 123,100 $ 164,100 $ 205,200 $ 246,200 $ 287,200 $ 299,700 750,000 62,300 124,600 186,900 249,100 311,400 373,700 436,000 454,700 1,000,000 83,500 167,100 250,600 334,100 417,700 501,200 584,700 609,700 1,250,000 104,800 209,600 314,400 419,100 523,900 628,700 733,500 764,700 1,500,000 126,000 252,100 378,100 504,100 630,200 756,200 882,200 919,700 1,750,000 147,300 294,600 441,900 589,100 736,400 883,700 1,031,000 1,074,700 2,000,000 168,500 337,100 505,600 674,100 842,700 1,011,200 1,179,700 1,229,700 2,250,000 189,800 379,600 569,400 759,100 948,900 1,138,700 1,328,500 1,384,700 2,500,000 211,000 422,100 633,100 844,100 1,055,200 1,266,200 1,477,200 1,539,700 2,750,000 232,300 464,600 696,900 929,100 1,161,400 1,393,700 1,626,000 1,694,700 3,000,000 253,500 507,100 760,600 1,014,100 1,267,700 1,521,200 1,774,700 1,849,700 3,250,000 274,800 549,600 824,400 1,099,100 1,373,900 1,648,700 1,923,500 2,004,700 3,500,000 296,000 592,100 888,100 1,184,100 1,480,200 1,776,200 2,072,200 2,159,700 3,750,000 317,300 634,600 951,900 1,269,100 1,586,400 1,903,700 2,221,000 2,314,700 4,000,000 338,500 677,100 1,015,600 1,354,100 1,692,700 2,031,200 2,369,700 2,469,700 4,250,000 359,800 719,600 1,079,400 1,439,100 1,798,900 2,158,700 2,518,500 2,624,700 4,500,000 381,000 762,100 1,143,100 1,524,100 1,905,200 2,286,200 2,667,200 2,779,700 4,750,000 402,300 804,600 1,206,900 1,609,100 2,011,400 2,413,700 2,816,000 2,934,700 5,000,000 423,500 847,100 1,270,600 1,694,100 2,117,700 2,541,200 2,964,700 3,089,700 5,250,000 444,800 889,600 1,334,400 1,779,100 2,223,900 2,668,700 3,113,500 3,244,700 5,500,000 466,000 932,100 1,398,100 1,864,100 2,330,200 2,796,200 3,262,200 3,399,700 5,750,000 487,300 974,600 1,461,900 1,949,100 2,436,400 2,923,700 3,411,000 3,554,700 6,000,000 508,500 1,017,100 1,525,600 2,034,100 2,542,700 3,051,200 3,559,700 3,709,700 To calculate a benefit using the Traditional compensation’’ multiplied by years of ‘‘credited Formula, the Company uses an employee’s ‘‘final service’’ in excess of 35 years. average compensation,’’ ‘‘covered compensation’’ and ‘‘credited years of service’’ as those terms are The Company calculates ‘‘final average defined in the Retirement Plan. ‘‘Covered compensation’’ differently for participants at the compensation’’ is the participant’s average Social level equivalent to Senior Vice President or higher. Security wage base for a 35-year period ending For participants below the level of Senior Vice the year a participant reaches his or her Social President, the Company looks back ten years before Security retirement age, or, if the participant retirement or separation, and determines the retires before that age, for the 35-year period consecutive 60-month period during which ending on the year of retirement. The annual compensation including base salary and annual benefit equals, generally, the number of credited variable incentive compensation was the highest, years of service multiplied by a given percentage and calculates the average annual figure, which of ‘‘covered compensation,’’ plus the number of equals the ‘‘final average compensation.’’ The years of credited service multiplied by a different 60-month period need not coincide with calendar given percentage of ‘‘final average compensation’’ years. For the Senior Vice President and above to the extent it is in excess of the ‘‘covered category, the Company also looks back ten years to compensation,’’ all as specified in the Retirement find the five-year period during which Plan. Participants who served more than 35 years also receive a percentage of ‘‘final average compensation, including base salary but excluding 33
  • MetLife 2006 Proxy Statement payments under the AVIP, was the highest, and payment used in the formula for benefits applicable finds an average annual base compensation. Then to Ms. Weber under the plans). At December 31, it takes the five highest AVIP payments for the 2005, Mr. Wheeler’s estimated annual benefit at retiree during the same ten years prior to normal retirement age, determined by the total retirement, and finds another annual average retirement benefits under the Traditional Formula, (average annual AVIP). If an AVIP award is to be for service prior to 2003, and the Personal made beyond the end of service for the final year or Retirement Account Formula, for service during and partial year of service and the award amount is not after 2003, would have been $101,600 based on a yet known, a projected final AVIP award will be 30% contingent survivor annuity (the form of taken into consideration when calculating the payment used in the formula for benefits applicable average annual AVIP. The sum of the average to Mr. Wheeler under the plans). annual base compensation and average annual Employment-Related Agreements AVIP equals the final average compensation. The type of compensation included in annual base Employment Continuation Agreements. The compensation is generally the same as the Company has entered into employment compensation in the ‘‘salary’’ column of the continuation agreements with each of the Named ‘‘Summary Compensation Table’’ on page 29, and Executive Officers and some of its other key the AVIP payment is generally the same as the executives. Each agreement provides that, if a compensation reflected in the ‘‘bonus’’ column of change of control of the Company occurs, as the Summary Compensation Table. defined in the agreements, the executive’s At December 31, 2005, the estimated ‘‘final employment would continue for a period of three average compensation’’ for purposes of the years and be governed by the agreement during that Traditional Formula would have been $4,656,667 time. If the executive’s terms and conditions of for Mr. Benmosche, $1,774,167 for Mr. Henrikson employment during that three-year period do not and $1,258,500 for Mr. Toppeta. The estimated satisfy specified standards regarding base pay, years of credited service for purposes of the incentive compensation, benefits, and other terms, Traditional Formula as of such date would have the executive may terminate employment and been 10 years for Mr. Benmosche, 33 years for receive termination benefits, including up to three Mr. Henrikson and 32 years for Mr. Toppeta. years continuation of existing benefits, additional service credit for pension benefits for up to three Personal Retirement Account Formula years or until the executive’s sixty-fifth birthday (whichever comes first), and a lump-sum severance Personal Retirement Account Formula retirement payment equal to three times the sum of the benefits are determined by crediting each eligible executive’s current base salary and average annual associate at the end of each month in which the bonus award over the preceding three years. The associate is employed by certain Company affiliates same termination benefits would be due if the an amount equal to 5% of eligible pay up to the Company terminates the executive’s employment annual social security wage base, and 10% of during the three-year period without cause. As eligible pay over the annual social security wage defined in the agreements, cause includes base, plus interest on the accrued balance at a rate conviction of a felony, misconduct causing material determined annually based on the 30-year bond rate harm to the Company, and similar conduct. The promulgated by the Internal Revenue Service (for agreements also provide that the executive would be 2005, the annual interest rate was 4.89%). made whole for any excise taxes due as a result of At December 31, 2005, Ms. Weber’s estimated payments exceeding the change of control excise annual benefit at normal retirement age, determined tax threshold. by the total retirement benefits under the Traditional Formula, for service prior to 2003, and the Personal Mr. Benmosche may also voluntarily terminate Retirement Account Formula, for service during and employment during a thirty-day period beginning after 2003, would have been $187,700 based on a six months after a change of control and receive life annuity with a five year term certain (the form of the termination benefits discussed in the prior 34
  • MetLife 2006 Proxy Statement paragraph; however, as described above, rights or that a cash payment will be made to the Mr. Benmosche will retire from the Company executive based on the change of control price. effective July 1, 2006. In connection with his The agreements regarding grants under the 2000 retirement, the Company has entered into a Non- Stock Plan on or after February 8, 2002 provide that Competition/Non-Solicitation Agreement with the options continue to be exercisable for the full Mr. Benmosche. See ‘‘Compensation Committee term of the option if the executive dies while Report on Executive Compensation — Non- employed, retires or qualifies for long-term disability Competition/Non-Solicitation Agreement’’ on (unless the executive is later terminated for cause). page 27 for a description of this agreement. Agreements regarding grants under the 2000 Stock Transition Assistance Plan. The Named Plan before February 8, 2002 generally provided Executive Officers are eligible to participate in the that the maximum amount of time that the options MetLife Plan for Transition Assistance for Officers, would be exercisable after these events would be which provides benefits upon termination due to the earlier of three years from the event or the job elimination or, under certain circumstances, expiration of the term of the option. poor performance. The plan provides for All the agreements under the 2000 Stock Plan outplacement services and severance payments. provide that, if the executive’s employment Participants also receive the vesting of pension terminates for any other reason, any currently benefits and savings and investment program exercisable options may be exercised for thirty account balances, additional age and service days from the date of termination, unless the term credit for pension and benefits purposes, limited of the option expires earlier. continuation of medical benefits at active employee premium rates and limited continuation 2005 Stock and Incentive Plan, Stock Option of life insurance coverage. Participants meeting Agreements and Performance Share Agreements. age and service requirements also receive Each of the Named Executive Officers has been retirement medical benefits. Some provisions of awarded stock options and performance shares the plan that go into effect upon a change of under the MetLife, Inc. 2005 Stock and Incentive control, as defined in the plan, do not apply to the Compensation Plan (the ‘‘2005 Stock Plan’’), and Named Executive Officers because of their has entered into agreements concerning those employment continuation agreements. awards. 2000 Stock Plan and Stock Option Agreement. All stock option agreements with the Named The Company has awarded stock options under the Executive Officers under the 2005 Stock Plan 2000 Stock Plan to each of the Named Executive provide that if the executive is terminated for Officers, who have executed agreements concerning cause, as defined in the 2005 Stock Plan, the such options. All such agreements provide that if the options will be forfeited. The agreements also executive is terminated for cause, as defined in the provide that in the event of a change of control, as 2000 Stock Plan, the options will be forfeited, and defined in the 2005 Stock Plan, all options that if the executive is terminated in a sale, covered by the agreements will become fully divestiture, or similar transaction involving a exercisable and remain so for at least one year, business unit or segment designated for this purpose unless the executive is terminated for cause. by the Compensation Committee, the options will However, the Compensation Committee may become exercisable as originally scheduled and instead determine that the options will be honored remain exercisable until three years after the date the or replaced with new rights or that a cash payment executive is terminated, or earlier if they expire. will be made to the executive based on the change All of these agreements also provide that in the of control price. The agreements provide that the event of a change of control, as defined in the options continue to be exercisable for the full term 2000 Stock Plan, all options covered by the of the option if the executive dies while employed, agreements will become fully exercisable unless retires, is terminated with bridge eligibility for the Compensation Committee determines that the retirement medical benefits, or qualifies for long- options will be honored or replaced with new term disability (unless the executive is later 35
  • MetLife 2006 Proxy Statement terminated for cause). If the executive’s outstanding opportunities. Each of the Named employment terminates for any other reason, any Executive Officers participates in the Long Term currently exercisable options will be exercised for Plan. thirty days from the date of termination, unless the term of the option expires earlier. Auxiliary Savings and Investment Plan. Under the Auxiliary Savings and Investment Plan, upon a All performance share agreements with the Named change of control, as defined in the plan, accrued Executive Officers under the 2005 Stock Plan auxiliary and qualified benefits will vest if the provide that if the executive is terminated for cause, participant remains employed through the vesting the performance shares will be forfeited. The period in effect before the change of control. The agreements provide that in the event of a change of benefits also vest if a participant is involuntarily control, the performance shares will be payable in terminated without cause or voluntarily terminates cash based on the change of control price unless employment for good reason (each as defined in the Compensation Committee has instead the plan) within two years after the change of determined that the performance shares will be control. A participant may elect in advance to honored or replaced with new rights. The have benefits paid in cash in the event that his or agreements also provide that the performance her employment terminates without cause or for shares will remain payable in their final form at the good reason within two years after a change of conclusion of the performance period if the control. Each of the Named Executive Officers executive retires, is terminated with bridge participates in the Auxiliary Savings and eligibility for retirement medical benefits, or Investment Plan. qualifies for long-term disability (unless the executive is later terminated for cause). If the Auxiliary Pension Plan. Under the Auxiliary executive dies while employed, the performance Pension Plan, upon a change of control, as shares will be paid in shares of MetLife common defined in the plan, accrued auxiliary and stock, or in cash based on the closing price of qualified benefits vest if the participant remains Company common stock on the date of death if so employed through the vesting period in effect determined by the Compensation Committee. If the before the change of control. These benefits also executive’s employment terminates for any other vest if the participant is involuntarily terminated reason, the performance shares will be forfeited. without cause or voluntarily terminates employment for good reason (each as defined in Long Term Plan. Under the Long Term Plan, after the plan) within two years after the change of a change of control, as defined in the plan, control. Each of the Named Executive Officers outstanding opportunities are to be paid in cash participates in this plan. reflecting the total shareholder return through the date of the change of control unless the Compensation Committee determines that new Deferred Compensation Plans. The MetLife rights will be substituted. An executive remains Deferred Compensation Plan for Officers, in eligible for an award at the conclusion of the which each Named Executive Officer participates, performance period if the executive retires, is provides that participants will be given the terminated with bridge eligibility for retirement opportunity to elect in advance to have their medical benefits, or qualifies for long-term benefits paid in cash in the event that their disability. If the executive dies while employed, an employment terminates within two years after a award reflecting the total shareholder return change of control, as defined in the plan. In through the date of death will be paid in shares of addition, under that plan and other deferred Company common stock, or in cash based on the compensation plans in which the Named closing price of Company common stock on the Executive Officers participate, the retirement or date of death if so determined by the other termination of a Named Executive Officer’s Compensation Committee. If the executive’s employment may trigger the payment of benefits employment terminates for any other reason, the under the plan, depending on the individual’s executive is entitled to no award based on previous choice of payment date. 36
  • MetLife 2006 Proxy Statement Performance Graph The following graph compares the cumulative shareholder return on MetLife common stock with the cumulative total return on the Standard & Poor’s 500 Stock Index, the Standard & Poor’s 500 Insurance Index, and the Standard & Poor’s Financial Index. The graph assumes that $100 was invested on December 31, 2000 in MetLife common stock and each of the indices described, and that all dividends were reinvested. CUMULATIVE TOTAL RETURN Based upon an initial investment of $100 on December 31, 2000 with dividends reinvested $150 $100 $50 $0 31-Dec-00 31-Dec-01 31-Dec-02 31-Dec-03 31-Dec-04 31-Dec-05 MetLife, Inc. S&P 500® S&P 500® Insurance S&P® Financials Source: Georgeson Shareholder Communications Inc. December 31, December 31, December 31, December 31, December 31, December 31, 2000 2001 2002 2003 2004 2005 MetLife, Inc. $100 $91 $78 $ 98 $120 $146 S&P 500˛ $100 $88 $69 $ 88 $ 98 $103 S&P 500˛ Insurance $100 $88 $69 $ 84 $ 90 $103 S&P 500˛ Financials $100 $91 $78 $102 $113 $120 37
  • MetLife 2006 Proxy Statement Security Ownership of Directors and Executive Officers The table below shows the number of equity securities of MetLife beneficially owned on March 1, 2006 by each of the Directors and Named Executive Officers of MetLife and all the Directors and Executive Officers, as a group. Securities beneficially owned include shares held in each Director’s or Executive Officer’s name, shares held by a broker for the benefit of the Director or Executive Officer, shares which the Director or Executive Officer could acquire within 60 days (such as upon exercise of stock options which are listed in note (3) to the table), shares held indirectly in the MetLife, Inc. Savings and Investment Plan and other shares as to which the Director or Executive Officer may directly or indirectly have or share voting power or investment power (including the power to direct the disposition of the shares). These shares do not include the Deferred Shares and Deferred Share Equivalents which are presented below under the caption ‘‘Deferred Shares and Deferred Share Equivalents.’’ None of the Directors or Executive Officers of the Company beneficially owns Floating Rate Non- Cumulative Preferred Stock, Series A of the Company or 6.375% Common Equity Units of the Company as of March 1, 2006. 6.50% Non-Cumulative Preferred Stock, Common Stock Series B Amount and Amount and Nature of Nature of Beneficial Percent of Beneficial Percent of Name Ownership(1)(2)(3) Class Ownership(6) Class Robert H. Benmosche ******************************** 1,738,698 * — — Curtis H. Barnette *********************************** 15,855 * — — Burton A. Dole, Jr. ********************************** 9,088 * — — Cheryl W. Gris´ ************************************* e 3,736 * — — James R. Houghton ********************************** 15,855 * — — Harry P. Kamen ************************************* 13,268 * 1,000 ** Helene L. Kaplan ************************************ 9,571 * — — John M. Keane ************************************** 4,456 * — — James M. Kilts*************************************** 300 * — — Charles M. Leighton ********************************* 6,915 * — — Sylvia M. Mathews ********************************** 2,790 * — — Hugh B. Price *************************************** 6,846 * — — Kenton J. Sicchitano********************************** 4,999 * — — William C. Steere, Jr. ******************************** 7,846 * — — C. Robert Henrikson ********************************* 436,309 * — — Lisa M. Weber ************************************** 301,771 * — — William J. Toppeta *********************************** 323,862 * — — William J. Wheeler ********************************** 124,220 * — — Board of Directors of MetLife, but not in each Director’s individual capacity(4) ****************************** 295,830,479 38.95 % — — All Directors and Executive Officers, as a group(5) ******* 3,577,704 * 1,000 ** * Number of shares represents less than one percent of the number of shares of common stock outstanding at March 1, 2006. ** Number of shares represents less than one percent of the number of shares of 6.50% Non-Cumulative Preferred Stock, Series B, outstanding at March 1, 2006. 38
  • MetLife 2006 Proxy Statement (1) Each Director and Executive Officer has sole voting and investment power over the shares shown in this column opposite his or her name, except as indicated in notes (2) and (3) below. Additionally, Mr. Henrikson has shared investment and voting power over 479 shares included in this column and he disclaims beneficial ownership of 20 shares included in this column. (2) Includes shares held by the MetLife Policyholder Trust allocated to the Directors and Named Executive Officers in their individual capacities as beneficiaries of the Trust, as follows: Shares Held in Shares Held in Shares Held in Policyholder Policyholder Policyholder Name Trust Name Trust Name Trust Benmosche ** Kaplan ****** Henrikson *** 350 10 509 Barnette ***** Weber ****** 10 Leighton***** 79 10 Dole ******** Toppeta ***** 15 Price******** 10 344 Houghton *** Steere ******* 10 10 Wheeler***** 10 Kamen ****** 13 Directors and Executive Officers as a group were allocated 1,438 shares as beneficiaries of the MetLife Policyholder Trust in their individual capacities. The beneficiaries have sole investment power and shared voting power with respect to such shares. Note (4) below describes additional beneficial ownership attributed to the Board of Directors as an entity, but not to any Director in an individual capacity, of shares held by the MetLife Policyholder Trust. (3) Includes shares that are subject to options which were granted under the 2000 Directors Stock Plan or the 2000 Stock Plan and are exercisable within 60 days of March 1, 2006. The number of such options held by each Director and Named Executive Officer is shown in the following table: Number of Number of Number of Options Options Options Exercisable Exercisable Exercisable Name within 60 days Name within 60 days Name within 60 days Benmosche ** Kaplan ****** Sicchitano *** 1,707,602 6,836 1,536 Barnette ***** Keane ******* Steere ******* 6,836 1,210 6,836 Dole ******** Henrikson *** 6,836 Leighton***** 6,836 425,800 Gris´ ******* Mathews **** Weber ****** e 178 553 299,977 Houghton *** Toppeta ***** 6,836 Price******** 6,836 323,518 Kamen ****** 6,836 Wheeler***** 124,210 Mr. Kilts, who was elected to the Board as of January 1, 2005, did not receive stock options because compensation for Directors is no longer payable by MetLife in the form of stock options, but is paid 50% in cash and 50% in stock. All Directors and Executive Officers as a group held 3,490,534 options exercisable within 60 days of March 1, 2006. (4) The Board of Directors of MetLife, but not any Director in his or her individual capacity, is deemed to beneficially own the shares of common stock held by the MetLife Policyholder Trust because the Board will direct the voting of those shares on certain matters submitted to a vote of shareholders. This number of shares deemed owned by the Board of Directors is reflected on Amendment No. 24 to Schedule 13D referred to below under the heading ‘‘Security Ownership of Certain Beneficial Owners’’ on page 42. (5) Does not include shares of MetLife common stock held by the MetLife Policyholder Trust that are beneficially owned by the Board of Directors as an entity, as described in note (4), but includes the 39
  • MetLife 2006 Proxy Statement shares allocated to the Directors in their individual capacities, as described in note (2). Includes 3,490,534 shares that are subject to options that are exercisable within 60 days of March 1, 2006, by all Directors and Executive Officers of the Company, as a group, including the shares that are subject to options described in note (3). (6) The beneficial owner of the 6.50% Non-Cumulative Preferred Stock, Series B (the ‘‘Series B Preferred’’) has sole voting and investment power over the shares shown in this column opposite his name. Holders of Series B Preferred shares do not vote in the election of Directors, and otherwise have limited voting rights. Deferred Shares and Deferred Share Equivalents. In addition to the beneficial ownership reflected in the table on page 38 above, certain Directors and each of the Named Executive Officers have chosen to defer their receipt of shares payable to them under the Company’s compensation programs (‘‘Deferred Shares’’). Also, certain Directors and Named Executive Officers have chosen to have portions of their deferred cash compensation or auxiliary benefits measured in value by the performance of MetLife common stock (‘‘Deferred Share Equivalents’’). Neither Deferred Shares nor Deferred Share Equivalents are deemed to be shares beneficially owned under SEC rules, because, in the case of Deferred Shares, the individual does not have a right (absent discontinuance of employment or service) to acquire them within the next 60 days and because, in the case of Deferred Share Equivalents, payment is not made in the form of MetLife common stock. However, the Directors’ and Named Executive Officers’ interests are aligned with the interests of the Company’s shareholders, since the value of Deferred Shares and Deferred Share Equivalents increases or decreases in line with the price of MetLife common stock. The table below sets forth information on the Company’s Directors’ and Named Executive Officers’ Deferred Shares and Deferred Share Equivalents as of March 1, 2006. Deferred Shares and/or Share Name Equivalents Mr. Benmosche******************************************************** 202,558 Mr. Dole ************************************************************* 6,970 Ms. Gris´ ************************************************************* e 2,260 Mr. Kamen************************************************************ 9,230 Ms. Kaplan************************************************************ 7,455 Mr. Keane ************************************************************ 2,260 Mr. Kilts ************************************************************** 5,580 Mr. Leighton ********************************************************** 9,230 Ms. Mathews ********************************************************** 2,869 Mr. Price ************************************************************* 9,828 Mr. Sicchitano********************************************************* 2,260 Mr. Steere ************************************************************ 35,366 Mr. Henrikson ********************************************************* 63,937 Ms. Weber ************************************************************ 38,654 Mr. Toppeta *********************************************************** 55,436 Mr. Wheeler ********************************************************** 18,327 40
  • MetLife 2006 Proxy Statement Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Exchange Act requires the Company’s Directors, executive officers and holders of more than 10% of the Company’s common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by such person with respect to the Company. The Company believes that during fiscal 2005, except for one report not timely filed by Mr. Kamen regarding a purchase of 1,000 shares of MetLife’s 6.50% Non-Cumulative Preferred Stock, Series B, all filings required to be made by reporting persons were timely made in accordance with the requirements of the Exchange Act. 41
  • MetLife 2006 Proxy Statement Security Ownership of Certain Beneficial Owners The following persons have reported to the Securities and Exchange Commission beneficial ownership of more than 5% of MetLife common stock: Amount and Nature of Beneficial Percent of Name and Address of Beneficial Owner Ownership Class Beneficiaries of the MetLife Policyholder Trust(1) ************************* 295,830,479 38.950% c/o Wilmington Trust Company, as Trustee Rodney Square North 1100 North Market Street Wilmington, DE 19890 FMR Corp.(2) ******************************************************** 37,897,558 5.003% 82 Devonshire Street Boston, Massachusetts 02109 (1) The Board of Directors of the Company has reported to the SEC that, as of February 24, 2006, it, as a group, had shared voting power over 295,830,479 shares of MetLife common stock held in the MetLife Policyholder Trust. The Board’s report is in Amendment No. 24, filed on February 28, 2006 to the Board’s Schedule 13D. MetLife created the Trust when Metropolitan Life Insurance Company, a wholly-owned subsidiary of MetLife, converted from a mutual insurance company to a stock insurance company in April 2000. At that time, eligible Metropolitan Life policyholders received beneficial ownership of shares of MetLife common stock, and MetLife transferred these shares to a Trust, which is the record owner of the shares. Wilmington Trust Company serves as Trustee. The policyholders, as Trust beneficiaries, have sole investment power over the shares, and can direct the Trustee to vote their shares on matters identified in the Trust Agreement. However, the Trust Agreement directs the Trustee to vote the shares held in the Trust on some shareholder matters as recommended or directed by MetLife’s Board of Directors and, on that account, the Board under SEC rules shares voting power with the Trust beneficiaries and the SEC has considered the Board, as a group, a beneficial owner under the rules. (2) Based solely on a Schedule 13G filed with the SEC on February 14, 2006 by FMR Corp. (‘‘FMR’’) and Edward C. Johnson 3d, Chairman of FMR (together, the ‘‘Reporting Persons’’). The Reporting Persons each reported aggregate beneficial ownership at December 31, 2005 of 37,897,558 shares of MetLife common stock, including ownership attributable to the investment advisory and investment management activities of Fidelity Management & Research Company, Strategic Advisers, Inc. and Fidelity Management Trust Company, each a wholly owned subsidiary of FMR, and of Fidelity International Limited (‘‘FIL’’), a partnership controlled predominantly by members of the family of Mr. Johnson or trusts for their benefit. FIL and FMR disclaim that they are a ‘‘group’’ for purposes of the SEC beneficial ownership rules. The Schedule 13G reports, with respect to such shares, sole dispositive power over 37,897,558 shares and sole voting power over 3,238,724 shares. Included in the shares reported to be beneficially owned are 11,527,932 shares that FMR estimates are receivable upon settlements of certain stock purchase contracts constituting part of MetLife’s 6.375% Common Equity Units. 42
  • MetLife 2006 Proxy Statement Appendix A Corporate Governance Guidelines (As amended and restated) Upon the recommendation of the Governance Committee, the Board of Directors has adopted the following corporate governance guidelines. Director Independence A majority of the Board of Directors shall be independent within the meaning of the Corporate Governance Standards of the New York Stock Exchange. The Board of Directors has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director’s independence as a result of any of the following relationships: ) the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues; ) the Director is the beneficial owner of less than five percent of the outstanding equity interests of an entity that does business with the Company; ) the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of $1 million or two percent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company and the MetLife Foundation for each of the last three fiscal years; ) the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company’s or the business entity’s indebtedness is less than three percent of the total consolidated assets of such entity as of the end of the previous fiscal year; and ) the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship. The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management. Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall reevaluate the Director’s independence. A-1
  • MetLife 2006 Proxy Statement Director Identification and Qualifications The Governance Committee is responsible for assisting the Board in identifying individuals qualified to become members of the Company’s Board of Directors. Potential candidates for Board positions are identified by the Board of Directors and the Governance Committee through a variety of means, including the use of search firms, recommendations of Board members, recommendations of executive officers and shareholder recommendations received as provided below. Potential candidates for nomination as Director candidates must provide written information about their qualifications and participate in interviews conducted by individual Board members, including the Chairs of the Audit and Governance Committees. Candidates are evaluated using the criteria adopted by the Board to determine their qualifications based on the information supplied by the candidates and information obtained from other sources. The Committee will consider shareholder nominations for Directors that meet the notification, timeliness, consent and information requirements of MetLife’s By-Laws applicable to nominations that are brought before an annual meeting by a stockholder. The Committee makes no distinctions in evaluating nominees for positions on the Board based on whether or not a nominee is recommended by a security holder, provided that the procedures with respect to nominations referred to above are followed. In recommending candidates for election as Directors, the Governance Committee will take into consideration the need for the Board to have a majority of Directors that meet the independence requirements of the Corporate Governance Standards of the New York Stock Exchange and such other criteria as shall be established from time to time by the Board of Directors. The Governance Committee will recommend candidates for election as Director of the Company only if they have the following qualifications, which have been recommended by the Governance Committee to, and approved by, the Board: ) Financial Literacy. Such person should be ‘‘financially literate’’ as such qualification is interpreted by the Board of Directors in its business judgment. ) Leadership Experience. Such person should possess significant leadership experience, such as experience in business, finance/accounting, law, education or government, and shall possess qualities reflecting a proven record of accomplishment and ability to work with others. ) Commitment to the Company’s Values. Such person shall be committed to promoting the financial success of the Company and preserving and enhancing the Company’s reputation as a leader in American business, and in agreement with the values of the Company as embodied in its Codes of Conduct. ) Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a Director of the Company. ) Reputation and Integrity. Such person shall be of high repute and recognized integrity and not have been convicted in a criminal proceeding or be named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). Such person shall not have been found in a civil proceeding to have violated any federal or state securities or commodities law, and shall not be subject to any court or regulatory order or decree limiting his or her business activity, including in connection with the purchase or sale of any security or commodity. ) Other Factors. Such person shall have such other characteristics as may be considered appropriate for membership on the Board of Directors, including an understanding of marketing and finance, sound business judgment, significant experience and accomplishments and educational background. When a Director’s principal occupation or business association changes from the position he or she held when originally elected to the Board, including because of a retirement from such occupation or association, the Director shall inform the Chairman of the Board of Directors and shall offer to tender his or A-2
  • MetLife 2006 Proxy Statement her resignation. The Chairman of the Board of Directors shall inform the Chair of the Governance Committee of such development and provide a recommendation as to the action, if any, to be taken. The Governance Committee shall determine whether any action should be taken in such instance. It is the policy of the Board that no Director shall stand for election after his or her 72nd birthday. A Director elected to the Board prior to his or her 72nd birthday may continue to serve until the annual shareholders meeting coincident with or immediately following his or her 72nd birthday. Majority Voting Standard in Director Elections The Company’s By-Laws provide that in an uncontested election of Directors (i.e., an election where the only nominees are those recommended by the Board of Directors), following certification of the shareholder vote, any nominee for election as Director who received a greater number of votes ‘‘withheld’’ from his or her election than votes ‘‘for’’ his or her election shall promptly tender his or her resignation to the Chairman of the Board. The Chairman of the Board shall inform the Chairman of the Governance Committee of such tender of resignation, and the Governance Committee shall promptly consider such resignation and recommend to the Board whether to accept the tendered resignation or reject it. In deciding upon its recommendation, the Governance Committee shall consider all relevant factors including, without limitation, the length of service and qualifications of the Director who has tendered his or her resignation, the Director’s contributions to the Company and the Board, and the Company’s Corporate Governance Guidelines. The Board of Directors shall act on the Governance Committee’s recommendation no later than 90 days following certification of the shareholder vote. The Board shall consider the factors considered by the Governance Committee and such additional information and factors the Board deems relevant. The Company shall promptly publicly disclose the Board’s decision and, if applicable, the reasons for rejecting the tendered resignation, in a Report on Form 8-K filed with the Securities and Exchange Commission. If a Director’s resignation is accepted by the Board, the Governance Committee shall recommend to the Board whether to fill the vacancy created by such resignation or to reduce the size of the Board. Any Director who tenders his or her resignation as provided above shall not participate in the Governance Committee’s or Board’s consideration of whether or not to accept his or her tendered resignation. If a majority of the members of the Governance Committee were required to tender their resignations as described above, the independent Directors who were not required to tender their resignations shall appoint a special committee of the Board to consider the tendered resignations and whether to accept or reject them. This guideline on majority voting in Director elections shall be summarized or set forth in its entirety in each proxy statement relating to an election of Directors of the Company. Responsibilities of Directors The Board of Directors is responsible for overseeing the management of the Company’s business and advising the Company’s executive officers, who conduct the Company’s business and affairs. In performing their general oversight responsibility, Directors apply their business judgment to assure that the Company’s executive officers manage in the best long-term interests of the Company and its shareholders. In order to satisfy their oversight responsibilities, Directors are expected to attend all meetings of the Board of Directors and the Committees on which they serve, and the annual meeting of the shareholders of the Company, subject to unavoidable circumstances, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data that are important to the Board’s understanding of the business to be conducted at Board and Committee meetings shall be provided to the Directors prior to or at the meetings. Before the meetings, Directors shall review the A-3
  • MetLife 2006 Proxy Statement materials that are provided in advance. Directors shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports or statements presented to the Board of Directors by any of the Company’s officers or employees, or Committees of the Board, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence. The Chairman of the Board and the Committee Chairs shall approve agendas for meetings of the Board of Directors and the Board Committees. Any Director and Committee members shall have the right to suggest matters to be included on the agendas and at meetings raise subjects that are not on the agendas. At one meeting a year, the Board shall review the Company’s Business Plan. Non-management Directors shall meet at least three times a year in executive session without management. The non-management Directors also may meet from time to time throughout the year privately with the Chairman and Chief Executive Officer. If the group of non-management Directors includes Directors who are not ‘‘independent’’ within the meaning of the New York Stock Exchange Corporate Governance Standards, the Directors who are independent shall meet at least annually in an executive session that includes only independent Directors. Directors should advise the Chair of the Governance Committee and the Chairman of the Board before accepting membership on other boards of directors or any audit committee or other significant committee assignment on any other public company board of directors. Directors are encouraged to limit the number of other public company boards on which they serve to no more than three, taking into account the requirements of time, participation and attendance that multiple board service entails. Directors who are currently serving on more than three other public company boards, having demonstrated their ability to devote the time and attention that are required to serve on multiple boards, will be permitted to continue to serve in such capacities. Directors are expected to act in conformity with the letter and spirit of the Directors’ Code of Business Conduct and Ethics. Lead Director The independent Directors shall appoint an independent Director to serve as Lead Director, for a term or terms as the independent Directors shall determine. The Lead Director shall: ) Preside over meetings of the Board of Directors in executive session; ) Confer with the Chairman of the Board and the Chief Executive Officer about Board meeting schedules, agendas and information to be provided to the Directors; ) Confer with the Chairman of the Board and the Chief Executive Officer on issues of corporate importance that may involve action by the Board; ) Participate in the Compensation Committee’s annual performance evaluation of the Chairman of the Board and the Chief Executive Officer; and ) In the event of the incapacity of the Chairman of the Board and Chief Executive Officer, direct the Secretary of the Company to take all necessary and appropriate action to call a special meeting of the Board as specified in the By-laws to consider the action to be taken under the circumstances. Board Committees The Board of Directors has established the Audit Committee, the Compensation Committee and the Governance Committee, and may from time to time establish other Committees. Upon the recommendation of the Governance Committee, the Board of Directors shall appoint the Chairs and members of the Committees, the Board having determined their qualifications. A-4
  • MetLife 2006 Proxy Statement Each of the Audit Committee, the Compensation Committee and the Governance Committee shall consist entirely of Directors who meet the independence requirements under the Corporate Governance Standards of the New York Stock Exchange, and, in the case of the Audit Committee, the additional independence requirements for audit committee members under such Corporate Governance Standards and the regulations of the Securities and Exchange Commission. The Board of Directors shall determine whether or not at least one member of the Audit Committee is an ‘‘audit committee financial expert’’ with the attributes described in Item 401(h)(2) of Regulation S-K promulgated by the Securities and Exchange Commission. Each Committee shall have a charter that sets forth its role and responsibilities. Management Succession The Board of Directors shall annually consider a succession plan for the Chief Executive Officer and the executive officers of the Company taking into consideration the Chief Executive Officer’s recommendations and evaluations of any potential successors and any development plans that the Chief Executive Officer may recommend for any such potential successors. Director Access to Management and to Outside Advisors Directors shall have full and free access to officers and employees of the Company. Any meetings or contacts that a Director wishes to initiate may be arranged through the Chief Executive Officer or the Corporate Secretary; provided, that, using his or her best judgment to assure that any such contact would not be disruptive to the business operations of the Company, a Director may contact an officer or employee directly if he or she wishes to do so. The Board of Directors may obtain advice and assistance from outside advisors as the Board may determine to be necessary or desirable. The Board shall have the sole authority to approve the fees and other terms of engagement of any such advisor. The Board may select as its advisor an advisor that is otherwise engaged by the Company for another purpose. Director Compensation Recommendations about the composition and amount of Director compensation shall be made to the Board of Directors by the Governance Committee, which shall conduct an annual review of Director compensation taking into account the compensation of Directors at comparable companies and the advice of compensation consultants when necessary or appropriate. Director Orientation and Continuing Education Within three months after a Director has first been elected to the Board of Directors, he or she shall participate in an orientation program which will include presentations by the Company’s executive officers concerning the Company’s strategic plans, the operations of its significant business segments, its significant financial, accounting and risk management issues, its compliance programs, and its codes of ethics for the Board, employees and senior financial officers. Not less than annually, the Board of Directors and the executive officers shall engage in an in-depth review of the Company’s strategic plans and goals and significant business challenges and opportunities. Annual Evaluation of the Board’s Performance The Board of Directors shall conduct an annual self-evaluation to determine whether it and the Board Committees are functioning effectively. The Governance Committee shall solicit comments from all Directors concerning the Board’s and the Committees’ performance and report annually to the Board about such assessment. A-5
  • Printed on recycled paper with environmentally friendly inks in the USA. PEANUTS © United Feature Syndicate, Inc. www.snoopy.com